THIS IS A PRELIMINARY OFFER DOCUMENT AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL OFFER DOCUMENT TO BE REGISTERED

BY THE SINGAPORE EXCHANGE

SECURITIES TRADING LIMITED (THE SGX-ST) ACTING AS AGENT ON BEHALF OF THE MONETARY AUTHORITY OF SINGAPORE (THE AUTHORITY). A PERSON TO WHOM A COPY OF THIS PRELIMINARY OFFERDOCUMENT HAS BEEN ISSUED SHALL NOT CIRCULATE IT TO ANY OTHER PERSON.

AS AT THE DATE OF THIS PRELIMINARY PROSPECTUS, THE COMPANY HAS NOT BEEN CONVERTED INTO A PUBLIC COMPANY. THEAFOREMENTIONED SHALL BE COMPLETED BEFORE THE REGISTRATION OF THE PROSPECTUS.THIS PRELIMINARY OFFER DOCUMENT IS DATED 12 MAY 2015 AND HAS BEEN LODGED WITH THE SGX-ST ACTING AS AGENT ON BEHALF OF THEAUTHORITY ON 12 MAY 2015. THE LODGEMENT OF THIS PRELIMINARY OFFER DOCUMENT WITH THE SGX-ST ACTING AS AGENT ON BEHALF OF THEAUTHORITY DOES NOT IMPLY THAT THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, OR ANY OTHER LEGAL OR REGULATORYREQUIREMENTS, OR REQUIREMENTS UNDER THE SGX-STS LISTING MANUAL, HAVE BEEN COMPLIED WITH.NO OFFER OR AGREEMENT SHALL BE MADE ON THE BASIS OF THIS PRELIMINARY OFFER DOCUMENT TO PURCHASE OR SUBSCRIBE FOR ANYSECURITIES TO WHICH THIS PRELIMINARY OFFER DOCUMENT RELATES.IMPORTANT NOTE:Neither this Preliminary Offer Document nor any copy may be taken or transmitted to any country where distribution or dissemination of this Preliminary OfferDocument is prohibited.This Preliminary Offer Document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed ordistributed to any other person. By accepting this Preliminary Offer Document, you agree to be bound by the limitations and restrictions described herein.This Preliminary Offer Document does not constitute an offer or invitation to purchase or subscribe for any securities and neither this Preliminary Offer Documentnor anything contained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contract or binding legalcommitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Offer Document. No offer or agreement shall be madeon the basis of this Preliminary Offer Document to purchase or subscribe for any securities to which this Preliminary Offer Document relates. This isa Preliminary Offer Document and is subject to further verification of, updating, revision, amendments and completion in the final Offer Document to be registeredby the SGX-ST acting as agent on behalf of the Authority. A person to whom a copy of this Preliminary Offer Document has been issued shall not circulate it toany other person. A copy of this Offer Document has been lodged by the Sponsor and Issue Manager, Underwriter and Placement Agent (as defined herein) withthe SGX-ST acting as agent on behalf of the Authority.Any decision to purchase or subscribe for securities must be made solely on the basis of information contained in the final Offer Document or other offeringdocument which may be issued by Singapore O&G Ltd. (the Company), which information may be different from the information contained in this PreliminaryOffer Document.The final Offer Document may be registered by the SGX-ST acting as agent on behalf of the Authority at least fourteen (14) days from the date of lodgement ofthis Preliminary Offer Document provided that the final Offer Document is registered by the SGX-ST acting as agent on behalf of the Authority and upon theprovision of certain information by us to the SGX-ST, unless the SGX-ST extends the period (the Exposure Period) in accordance with the Listing Manual (asdefined herein).The purpose of the Exposure Period is to enable the examination of this Preliminary Offer Document by investors and market participants prior to the raising offunds. That examination may result in identification of deficiencies in this Preliminary Offer Document and in those circumstances, this Preliminary Offer Documentmay be amended. Any reference in this document to the term Offer Document shall, unless the context otherwise requires, refer to this Preliminary OfferDocument.The lodgement of this Preliminary Offer Document with the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any otherlegal or regulatory requirements, or requirements under the SGX-STs listing rules, have been complied with.PRELIMINARY OFFER DOCUMENT DATED 12 MAY 2015(Registered by the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on [] 2015)This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or other professionaladviser(s).Hong Leong Finance Limited (the Sponsor, Issue Manager, Underwriter and Placement Agent) has made an application to the Singapore Exchange SecuritiesTrading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of Singapore O&G Ltd. (theCompany) already issued, the new Shares (the New Shares) which are the subject of the Invitation (as defined herein), the new Shares (the Option Shares)which may be issued upon the exercise of the options to be granted under the SOG Employee Share Option Scheme and the new Shares (the Award Shares)which may be issued upon the vesting of share awards granted under the SOG Performance Share Plan, on Catalist. The dealing in, and quotation of, the Shares,the New Shares, the Option Shares and the Award Shares will be in Singapore dollars.Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST.In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or unitsof shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful considerationand, if appropriate, consultation with your professional adviser(s).This Invitation is made in or accompanied by this Offer Document that has been registered by the SGX-ST acting as agent on behalf of the MonetaryAuthority of Singapore (the Authority). We have not lodged or registered this Offer Document in any other jurisdiction.Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes anyresponsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this OfferDocument. The SGX-ST does not normally review the application for admission but relies on the Sponsor, Issue Manager, Underwriter and Placement Agentconfirming that our Company is suitable to be listed on Catalist and complies with the rules of the Listing Manual (as defined herein). Neither the Authority nor theSGX-ST has, in any way, considered the merits of the Shares or units of Shares being offered for investment.The registration of this Offer Document by the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal orregulatory requirements, or requirements under the SGX-STs listing rules, have been complied with.Acceptance of applications will be conditional upon the issue of the New Shares (as defined herein) and the listing and quotation of all our existing issued Shares,the New Shares, the Option Shares and the Award Shares. Monies paid in respect of any application accepted will be returned to you at your own risk, withoutinterest or any share of revenue or other benefit arising therefrom, if the admission and listing do not proceed, and you will not have any claims against us, andthe Sponsor, Issue Manager, Underwriter and Placement Agent.Investing in our shares involves risks which are described in the section RISK FACTORS of this Offer Document.After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of securities, or allot, issue or sell anyof our Shares, on the basis of this Offer Document; and no officer or equivalent person or promoter of our Company will authorise or permit the offer of any of ourShares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.

SINGAPORE O&G LTD.

(Incorporated in Singapore on 6 January 2011)(Company Registration Number 201100687M)

DBS Bank Ltd.

Bank of East Asia Limited

60 Robinson RoadBEA BuildingSingapore 068892

DEFINITIONSIn this Offer Document and the accompanying Application Forms, and in relation to the ElectronicApplications, the instructions appearing on the screens of the ATMs of Participating Banks or theIB websites of the relevant Participating Banks, unless the context otherwise requires, thefollowing definitions apply throughout where the context so admits:COMPANIES AND PERSONS IN OUR GROUPBehs Clinic for Women

The articles of association of our Company, as amended from

in relation to any director, chief executive officer,

his immediate family;

(ii)

the trustees of any trust of which he or his

immediate family is a beneficiary or, in the case ofa discretionary trust, is a discretionary object; or

DEFINITIONS(iii) any company in which he and his immediate familytogether (directly or indirectly) have an interest of30.0% or more of the aggregate of the nominalamount of all the voting shares; or(b)

in relation to a substantial shareholder or a controlling

shareholder (being a company) means any othercompany which is its subsidiary or holding company or isa subsidiary of such holding company or one in theequity of which it and/or such other company orcompanies taken together (directly or indirectly) have aninterest of 30.0% or more

The date on which our Shares commence trading on the

The SGX-ST Listing Manual Section B: Rules of Catalist, as

amended, modified or supplemented from time to time

LLB

Bachelor of Laws

Market Day

A day on which the SGX-ST is open for trading in securities

11

DEFINITIONSMarket Price

The price equal to the average of the last dealt prices for aShare, as determined by reference to the daily official list orother publication published by the SGX-ST for five (5)consecutive Market Days immediately preceding the relevantOffer Date, provided always that in the case of a Market Dayon which the Shares are not traded on the SGX-ST, the lastdealt price for Shares on such Market Day shall be deemed tobe the last dealt price of the Shares on the immediatelypreceding Market Day on which the Shares were traded,rounded up to the nearest whole cent in the event of fractionalprices

MBBS

Bachelor of Medicine and Bachelor of Surgery

Medical AdvisoryCommittee

The medical advisory committee of our Company

Medical Registration Act

The Medical Registration Act (Chapter 174) of Singapore, as

amended, modified or supplemented from time to time

Medicine Act

The Medicine Act (Chapter 176) of Singapore, as amended,

modified or supplemented from time to time

Memorandum

The memorandum of association of our Company, as

amended from time to time

New Shares

The 43,600,000 new Shares for which our Company invites

applications to subscribe for at the Issue Price pursuant to theInvitation, upon the terms and subject to the conditions set outin this Offer Document

Nominating Committee

The nominating committee of our Company as at the date of

this Offer Document, unless otherwise stated

NTA

Net tangible assets

Nurses and Midwives Act

The Nurses and Midwives Act (Chapter 209) of Singapore, as

amended, modified or supplemented from time to time

Offer

The offering by our Company to the public in Singapore for

subscription of the Offer Shares at the Issue Price, subject toand on the terms and conditions set out in this OfferDocument

Offer Date

The date on which an offer to grant an Option is made

Offer Document

This preliminary offer document dated 12 May 2015 issued by

our Company in respect of the Invitation

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DEFINITIONSOffer Shares

The 2,200,000 New Shares which are the subject of the Offer

Option

The right to subscribe for Shares granted pursuant to the rules

of the SOG ESOS

Option Shares

The Shares which may be issued or transferred upon the

exercise of the options granted pursuant to the SOG ESOS

PER

Price Earnings Ratio

Period Under Review

The period which comprises FY2012, FY2013 and FY2014

Placement

The placement of the Placement Shares by the Placement

Agent on behalf of our Company for subscription at the IssuePrice, subject to and on the terms and conditions set out inthis Offer Document

Placement Shares

The 41,400,000 New Shares which are the subject of the

Placement

PPS

Parenthood Priority Scheme

PRC

The Peoples Republic of China

Private Hospitals and

Medical Clinics Act

The Private Hospitals and Medical Clinics Act (Chapter 248)

of Singapore, as amended, modified or supplemented fromtime to time

Private Hospitals and

Medical Clinics (Publicity)Regulations

The Private Hospitals and Medical Clinics Act (Chapter 248,

Regulation 3) of Singapore

PTR

Parenthood Tax Rebate

Radiation Protection Act

Radiation Protection Act 2007 (Chapter 262) of Singapore, as

amended, modified or supplemented from time to time

Radiation ProtectionRegulations

Radiation Protection (Ionising Radiation)

(Chapter 262, Regulation 2) of Singapore

Relevant Period

Period Under Review and from 1 January 2015 up to the

Latest Practicable Date

Remuneration Committee

The remuneration committee of our Company as at the date of

this Offer Document, unless otherwise stated

Securities Account

The securities account maintained by a Depositor with CDP

but does not include a securities sub-account

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Regulations

DEFINITIONSSFA

The Securities and Futures Act (Chapter 289) of Singapore,

as amended, modified or supplemented from time to time

SGXNET

The corporate announcement system maintained by the

SGX-ST for the submission of announcements by listedcompanies

Share(s)

Ordinary share(s) in the capital of our Company

Shareholder(s)

Registered holder(s) of Share(s), except where the registered

holder is CDP, the term Shareholders shall, in relation tosuch Shares, mean the depositors whose Securities Accountsare credited with Shares

SOG ESOS

The SOG employee share option scheme

SOG PSP

The SOG performance share plan

Substantial Shareholder

A person who has an interest in the Share(s), the total votes

attached to which is not less than 5.0% of the total votesattached to all the voting shares of the Company

Termination of PregnancyAct

Termination of Pregnancy Act (Chapter 324) of Singapore, as

amended, modified or supplemented from time to time

USA

The United States of America

CURRENCIES, UNITS AND OTHERS

sq ft

Square feet

S$ and cents

Singapore dollars and cents, respectively

% or per cent.

Per centum or percentage

The expressions Depositor, Depository Agent and Depository Register shall have themeanings ascribed to them respectively in Section 130A of the Companies Act.Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter gendersand vice versa. References to persons shall include corporations.Any reference in this Offer Document, the Application Forms and/or the Electronic Applications toany statute or enactment is a reference to that statute or enactment as for the time being amendedor re-enacted. Any word defined under the Companies Act, the SFA or any statutory modificationthereof and used in this Offer Document, the Application Forms and/or the Electronic Applicationsshall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA or anystatutory modification thereof, as the case may be.

14

DEFINITIONSAny reference in this Offer Document, the Application Forms and/or the Electronic Applications toShares being allotted to an applicant includes allotment to CDP for the account of that Applicant.Any reference to a time of day in this Offer Document, the Application Forms and/or the ElectronicApplications shall be a reference to Singapore time, unless otherwise stated.References in this Offer Document to our Group, we, our, and us or any other grammaticalvariations thereof shall unless otherwise stated, mean our Company, our Group or any memberof our Group, as the context requires.Any discrepancies in the tables included herein between the listed amounts and the totals thereofare due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmeticaggregation of the figures which precede them.

15

GLOSSARY OF MEDICAL TERMS

To facilitate a better understanding of the business of our Company, the following glossarycontains certain medical and technical terms, and in some instances abbreviations, and itscorresponding explanations used by us in this Offer Document and in connection with our Groupand our business. The terms, abbreviations and definitions may not correspond to standardmedical industry meanings and their usage of these terms.aesthetic medicine

Refers primarily to non-surgical procedures and the

occasionally minor surgical procedures to improve thephysical appearance of a person. These non-surgicalprocedures are occasionally referred to as cosmeticmedicine, such procedures may include the use of radiofrequency lasers, intense pulse light, the use of fillers andbotox injections. The surgical procedures are referred to ascosmetic surgery, as defined below

amniocentesis

Refers to a procedure used to diagnose foetal defects in the

early second trimester of pregnancy. A sample of the amnioticfluid, which surrounds a foetus in the womb, is collectedthrough a pregnant womans abdomen using a needle andsyringe. Tests performed on foetal cells found in the samplecan reveal the presence of many types of genetic disorders,thus allowing doctors and prospective parents to makeimportant decisions about early treatment and intervention

antenatal/prenatal

Refers to all or any of the period of pregnancy prior to the

delivery of the baby

caesarean section

A surgical procedure where the baby is delivered via a cut in

the lower abdomen and across the lower part of the uterus

cancer

Refers to a disease characterised by abnormal and

uncontrolled growth of cells which can spread to other parts ofthe body

colposcopy

The use of a special instrument to examine the vagina and

cervix

cosmetic surgery

Differs from aesthetic medicine and cosmetic medicine as it

refers to a branch of surgery which involves procedures thatare carried out to improve the physical appearance of aperson. Such procedures may include liposuction, breastaugmentation and facelifts

embryo

Refers to a developing baby during the first trimester

fetus

Refers to the developing baby after the first trimester

gestation

Another word to describe pregnancy

16

GLOSSARY OF MEDICAL TERMS

gynaecology

Refers to the branch of medicine concerned with the care of

womens healthcare, including the breasts and reproductiveorgans

IVF

In-vitro fertilisation

laparoscopy

A procedure that uses a laparoscope and that allows the

medical practitioner to visualise or look at the organs withinthe abdominal cavity directly

LEEP

Loop electrosurgical excision procedure

mammogram

An X-ray of the breast which is used to screen and detect

breast cancer

obstetrician-gynaecologist

A specialist medical practitioner educated and trained in

womens healthcare

obstetrics

Refers to the branch of medicine concerned with the care and

treatment of women during pregnancy, labour, and after thebaby is born

oncology

Refers to the branch of medicine concerned with cancer,

which includes the diagnosis, treatment and its prevention

O&G

Obstetrics and gynaecology

paediatrics

Refers to the practice of medicine dealing with children, their

diseases, development and care

postnatal/postpartum

Refers to the period after delivery or childbirth

reconstructive surgery

A sub-set of cosmetic surgery concerned with the rebuilding

and reconstruction of damaged or lost structures either forfunctional and/or aesthetic reasons

SLE

Systemic lupus erythematosus

TFR

Total fertility rate, being the average number of live births

each Singapore resident (i.e. citizens and permanentresidents) female would have during her reproductive years ifshe were to experience the age-specific fertility ratesprevailing during the period

trimester

A term used in obstetrics denoting a period of three (3)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oralstatements that may be made by us or our Directors, Executive Officers or Employees acting onour behalf, that are not statements of historical fact, constitute forward-looking statements. Youcan identify some of these forward-looking statements by terms such as expects, believes,plans, intends, estimates, anticipates, may, will, would, and could or similar words.However, you should note that these words are not the exclusive means of identifyingforward-looking statements. All statements regarding our expected financial position, businessstrategies, plans and prospects are forward-looking statements.These forward-looking statements, including without limitation, statements as to:(a)

our revenue and profitability;

(b)

expected growth in demand;

(c)

expected industry trends and development;

(d)

anticipated expansion plans;

(e)

anticipated commencement and completion date for projects; and

(f)

other matters discussed in this Offer Document regarding matters that are not historical fact,

are only predictions. These forward-looking statements involve known and unknown risks,uncertainties and other factors that may cause our actual results, performance or achievementsto be materially different from any future results, performance or achievements expected,expressed or implied by these forward-looking statements. These risks, uncertainties and otherfactors include, among others:(i)

changes in political, social, economic and stock or securities market conditions, and theregulatory environment in the countries in which we conduct business;

(ii)

the risk that we may be unable to execute or implement our business strategies and futureplans;

(iii) changes in currency exchange or interest rates;

changes in the availability and prices of materials which we require to operate our business;

(vi) changes in patients preferences;

(vii) changes in competitive conditions and our ability to compete under such conditions;(viii) changes in our future capital needs and the availability of financing and capital to fund suchneeds;(ix) war or acts of international or domestic terrorism;(x)

occurrences of catastrophic events, natural disasters and acts of God that affect ourbusiness;18

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

(xi) other factors beyond our control; and(xii) the factors described in the section titled Risk Factors of this Offer Document.These factors are discussed in greater detail in this Offer Document, in particular, but not limitedto the discussions under the sections titled Risk Factors and Managements Discussion andAnalysis of the Results of Operations and Financial Condition of this Offer Document. Allforward-looking statements made by or attributable to us, our Directors, our Executive Officers orour Employees acting on our behalf, or persons acting on our behalf, contained in this OfferDocument are expressly qualified in their entirety by such factors. These forward-lookingstatements are applicable only as of the date of this Offer Document.Given the risks and uncertainties that may cause our actual future results, performance orachievements to be materially different from that expected, expressed or implied by theforward-looking statements in this Offer Document, undue reliance must not be placed on thesestatements which apply only as at the date of this Offer Document. Neither our Company, theSponsor, Issue Manager, Underwriter and Placement Agent nor any other person represents orwarrants that our Groups actual future results, performance or achievements will be as discussedin those statements. Our Company, the Sponsor, Issue Manager, Underwriter and PlacementAgent disclaim any responsibility to update any of those forward-looking statements or publiclyannounce any revisions to those forward-looking statements to reflect future developments,events or circumstances for any reason, even if new information becomes available or otherevents occur in the future.We are, however, subject to the provisions of the SFA and the Listing Manual regarding corporatedisclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of this OfferDocument but before the close of the Invitation, our Company becomes aware of (a) a false ormisleading statement or matter in this Offer Document; (b) an omission from this Offer Documentof any information that should have been included in it under Section 243 of the SFA; or (c) a newcircumstance that has arisen since this Offer Document was lodged with the SGX-ST acting asagent on behalf of the Authority and would have been required by Section 243 of the SFA to beincluded in this Offer Document, if it had arisen before this Offer Document was lodged and it ismaterially adverse from the point of view of an investor, we may, in consultation with the Sponsor,Issue Manager, Underwriter and Placement Agent, lodge a supplementary or replacement offerdocument with the SGX-ST acting as agent on behalf of the Authority.

19

SELLING RESTRICTIONSThis Offer Document does not constitute an offer, solicitation or invitation to subscribe for the NewShares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is notauthorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. Noaction has been or will be taken under the requirements of the legislation or regulations of, or ofthe legal or regulatory requirements of any jurisdiction, except for the lodgement and/orregistration of this Offer Document in Singapore in order to permit a public offering of the NewShares and the public distribution of this Offer Document in Singapore. The distribution of thisOffer Document and the offering of the New Shares in certain jurisdictions may be restricted bythe relevant laws in such jurisdictions. Persons who may come into possession of this OfferDocument are required by our Company, the Sponsor, Issue Manager, Underwriter and PlacementAgent to inform themselves about, and to observe and comply with, any such restrictions at theirown expense and without liability to our Company, and the Sponsor, Issue Manager, Underwriterand Placement Agent.Persons to whom a copy of this Offer Document has been issued shall not circulate to any otherperson, reproduce or otherwise distribute this Offer Document or any information herein for anypurpose whatsoever nor permit or cause the same to occur.

20

DETAILS OF THE INVITATION

The Sponsor, Issue Manager, Underwriter and Placement Agent has made an application to theSGX-ST for permission to deal in, and for quotation of, all our Shares already issued, the NewShares which are the subject of the Invitation, the Option Shares and the Award Shares onCatalist. The dealing in, and quotation of, our Shares, the New Shares, the Option Shares and theAward Shares will be in Singapore dollars.Companies listed on Catalist may carry higher investment risk when compared with larger or moreestablished companies listed on the Main Board of the SGX-ST. In particular, companies may liston Catalist without a track record of profitability and there is no assurance that there will be a liquidmarket in the shares or units of shares traded on Catalist. You should be aware of the risks ofinvesting in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with your professional adviser(s).The Invitation is made in or accompanied by this Offer Document that has been registered by theSGX-ST acting as agent on behalf of the Authority. We have not lodged or registered this OfferDocument in any other jurisdiction.Neither the Authority nor the SGX-ST has examined or approved the contents of this OfferDocument. Neither the Authority nor the SGX-ST assumes any responsibility for the contents ofthis Offer Document, including the correctness of any of the statements or opinions made orreports contained in this Offer Document. The SGX-ST does not normally review the applicationfor admission but relies on the Sponsor, Issue Manager, Underwriter and Placement Agentconfirming that our Company is suitable to be listed on Catalist and complies with the rules of theListing Manual. Neither the Authority nor the SGX-ST has in any way considered the merits of theNew Shares being offered for investment.The registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority,does not imply that the SFA, or any other legal or regulatory requirements, or requirements underthe SGX-STs listing rules, have been complied with.Acceptance of applications will be conditional upon the issue of the New Shares and the listingand quotation of all our existing issued Shares, the New Shares, the Option Shares and the AwardShares. Monies paid in respect of any application accepted will be returned to you at your ownrisk, without interest or any share of revenue or other benefit arising therefrom, if the admissionand listing do not proceed, and you will not have any claims against us, and the Sponsor, IssueManager, Underwriter and Placement Agent.After the expiration of six (6) months from the date of registration of this Offer Document, noperson shall make an offer of securities, or allot, issue or sell any of our Shares, on the basis ofthis Offer Document; and no officer or equivalent person or promoter of our Company willauthorise or permit the offer of any of our Shares or the allotment, issue or sale of any of ourShares, on the basis of this Offer Document.We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure.In particular, pursuant to Section 241 of the SFA, if after this Offer Document is registered butbefore the close of the Invitation, we become aware of:(a)

a false or misleading statement in this Offer Document;

(b)

an omission from this Offer Document of any information that should have been included init under Section 243 of the SFA; or

21

DETAILS OF THE INVITATION

(c)

a new circumstance that has arisen since this Offer Document was lodged which would havebeen required by Section 243 of the SFA to be included in this Offer Document, if it had arisenbefore this Offer Document was lodged,

and that is materially adverse from the point of view of an investor, we may lodge a supplementaryor replacement offer document pursuant to Section 241 of the SFA.In the event that a supplementary or replacement offer document is lodged with the SGX-ST, theApplication List shall be kept open for at least fourteen (14) days after the lodgement of suchsupplementary or replacement offer document.Where prior to the lodgement of the supplementary or replacement offer document, applicationshave been made under this Offer Document to subscribe for the New Shares and:(a)

where the New Shares have not been issued to the applicants, we shall either:(i)

within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement offer document, give the applicantsnotice in writing of how to obtain, or arrange to receive, a copy of the same and providethe applicants with an option to withdraw their applications, and take all reasonablesteps to make available within a reasonable period the supplementary or replacementoffer document to the applicants who have indicated they wish to obtain, or who havearranged to receive, a copy of the supplementary or replacement offer document;

(ii)

within seven (7) days from the date of lodgement of the supplementary or replacementoffer document, give the applicants the supplementary or replacement offer document,as the case may be, and provide the applicants with an option to withdraw theirapplications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shallbe deemed to have been withdrawn and cancelled, and we shall, within seven (7) daysfrom the date of lodgement of the supplementary or replacement offer document, paythe applicants all monies the applicants have paid on account of their applications forthe New Shares; or(b)

where the New Shares have been issued to the applicants, we shall either:(i)

within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement offer document, give the applicantsnotice in writing of how to obtain, or arrange to receive, a copy of the same and providethe applicants with an option to return to us the New Shares which they do not wish toretain title in, and take all reasonable steps to make available within a reasonableperiod the supplementary or replacement offer document to the applicants who haveindicated they wish to obtain, or who have arranged to receive, a copy of thesupplementary or replacement offer document;

(ii)

within seven (7) days from the date of lodgement of the supplementary or replacementoffer document, give the applicants the supplementary or replacement offer document,as the case may be, and provide the applicants with an option to return to us the NewShares which they do not wish to retain title in; or

22

DETAILS OF THE INVITATION

(iii) treat the issue of the New Shares as void, in which case the issue shall be deemed voidand we shall within seven (7) days from the date of lodgement of the supplementary orreplacement offer document, pay the applicants all monies the applicants have paid onaccount of their applications for the New Shares.An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw hisapplication shall, within fourteen (14) days from the date of lodgement of the supplementary orreplacement offer document, notify us of this, whereupon we shall, within seven (7) days from thereceipt of such notification, pay to him all monies paid by him on account of his application for theNew Shares.An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the NewShares issued to him shall, within fourteen (14) days from the date of lodgement of thesupplementary or replacement offer document, notify us of this and return all documents, if any,purporting to be evidence of title to those New Shares, to us, whereupon we shall, within seven(7) days from the receipt of such notification and documents, if any, pay to him all monies paid byhim for those New Shares, and the issue of those New Shares shall be deemed to be void.Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order(the Stop Order) to our Company, directing that no Shares or no further Shares to which thisOffer Document relates, be allotted or issued. Such circumstances will include a situation wherethis Offer Document contains any statement or matter which, in the Authoritys opinion, is (i) falseor misleading, (ii) omits any information that should have been included in it under the SFA, or (iii)does not, in the Authoritys opinion, comply with the requirements of the SFA.In the event that the Authority issues a Stop Order and applications to subscribe for the NewShares have been made prior to the Stop Order, then:(a)

where the New Shares have not been issued to the applicants, the applications for the NewShares shall be deemed to have been withdrawn and cancelled and we shall, within fourteen(14) days from the date of the Stop Order, pay to the applicants all monies the applicantshave paid on account of their applications for the New Shares; or

(b)

where the New Shares have been issued to the applicants, the issue of the New Shares shallbe deemed to be void and we shall, within fourteen (14) days from the date of the Stop Order,pay to the applicants all monies paid by them for the New Shares.

Where monies are to be returned to applicants for the New Shares, they shall be paid to theapplicants without any interest or share of revenue or benefit arising therefrom at the applicantsown risk, and the applicants will not have any claim against our Company, and the Sponsor, IssueManager, Underwriter and Placement Agent.This Offer Document has been seen and approved by our Directors and they collectively andindividually accept full responsibility for the accuracy of the information given in this OfferDocument and confirm after making all reasonable enquiries, that to the best of their knowledgeand belief, this Offer Document constitutes full and true disclosure of all material facts about theInvitation and our Group, and our Directors are not aware of any facts, the omission of whichwould make any statement in this Offer Document misleading. Where information in this OfferDocument has been extracted from published or otherwise publicly available sources or obtainedfrom a named source, the sole responsibility of our Directors has been to ensure that suchinformation has been accurately and correctly extracted from those sources and/or reproduced inthis Offer Document in its proper form and context.23

DETAILS OF THE INVITATION

Neither our Company, the Sponsor, Issue Manager, Underwriter and Placement Agent nor anyother parties involved in the Invitation is making any representation to any person regarding thelegality of an investment in our Shares by such person under any investment or other laws orregulations. No information in this Offer Document should be considered as being business, legalor tax advice regarding an investment in our Shares. Each prospective investor should consult hisown legal, financial, tax or other professional adviser regarding an investment in our Shares.The New Shares are offered for subscription solely on the basis of the information contained andthe representations made in this Offer Document.No person has been or is authorised to give any information or to make any representation notcontained in this Offer Document in connection with the Invitation and, if given or made, suchinformation or representation must not be relied upon as having been authorised by us, or theSponsor, Issue Manager, Underwriter and Placement Agent. Neither the delivery of this OfferDocument, the Application Forms nor any document relating to the Invitation shall, under anycircumstances, constitute a continuing representation or create any suggestion or implication thatthere has been no change in the affairs of our Company or our subsidiaries or in any statementof fact or information contained in this Offer Document since the date of this Offer Document.Where such changes occur and are material or are required to be disclosed by law, we willpromptly make an announcement of the same to the SGX-ST and if required under the SFA, asupplementary or replacement offer document will be issued and made available to the publicafter a copy thereof has been lodged with the SGX-ST acting as agent on behalf of the Authority.All applicants should take note of any such announcement and/or supplementary or replacementoffer document and, upon the release of such an announcement and/or supplementary orreplacement offer document, shall be deemed to have notice of such changes.Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, apromise or representation as to the future performance or policies of our Company or oursubsidiaries.This Offer Document has been prepared solely for the purpose of the Invitation and may not berelied upon by any persons other than the applicants in connection with their application for theNew Shares or for any other purpose.This Offer Document does not constitute an offer, solicitation or invitation to subscribe forthe New Shares in any jurisdiction in which such offer, solicitation or invitation is unlawfulor is not authorised or to any person to whom it is unlawful to make such offer, solicitationor invitation.Copies of this Offer Document and the Application Forms may be obtained on request, subject toavailability, during office hours from:Hong Leong Finance Limited16 Raffles Quay#01-05, Hong Leong BuildingSingapore 048581An electronic copy of this Offer Document is also available on the SGX-ST website athttp://www.sgx.com.

24

DETAILS OF THE INVITATION

The Application List will open at [] a.m. on [] and will remain open until [] on the sameday or for such further period or periods as our Directors may, in consultation with theSponsor, Issue Manager, Underwriter and Placement Agent, in their absolute discretiondecide, subject to any limitation under all applicable laws. In the event a supplementary orreplacement offer document is lodged with the SGX-ST acting as agent on behalf of theAuthority, the Application List will remain open for at least fourteen (14) days after thelodgement of the supplementary or replacement offer document.Details of the procedures for applications to subscribe for the New Shares are described under thesection titled Terms, Conditions and Procedures for Applications as set out in Appendix H of thisOffer Document.

25

INDICATIVE TIMETABLE FOR LISTING

An indicative timetable for the Invitation and trading of our Shares is set out below for referenceof applicants:Indicative Time and Date

Event

[] on [] 2015

Opening of Application List

[] on [] 2015

Close of Application List and closing date and time for theInvitation

[] 2015

Balloting of applications, if necessary (in the event of oversubscription for the New Shares)Commence returning or refunding of application monies tounsuccessful or partially successful applicants

[] on [] 2015

Commence trading on a ready basis

[] 2015

Settlement date for all trades done on a ready basis

All dates and times referred to above are Singapore dates and times. The above timetable is onlyindicative as it assumes that the date of closing of the Application List is [] 2015, the date ofadmission of our Company to the Official List of the Catalist of the SGX-ST is [] 2015, theSGX-STs shareholding spread requirement will be complied with and the New Shares will beissued and allotted (as the case may be) and fully paid-up prior to [] 2015. The actual date onwhich our Shares will commence trading on a ready basis will be announced when it isconfirmed by the SGX-ST.The above timetable and procedures may be subject to such modification as the SGX-ST may, inits absolute discretion, decide, including the decision to permit trading on a ready basis and thecommencement date of such trading.Investors should consult the SGX-STs announcement on the ready trading date on theinternet (on the SGX-STs website at http://www.sgx.com) or the newspapers, or check withtheir brokers on the date on which trading on a ready basis will commence.We, with the agreement of the Sponsor, Issue Manager, Underwriter and Placement Agent, mayat our discretion, subject to all applicable laws and regulations and the rules of SGX-ST, agree toextend or shorten the period during which the Invitation is open.In the event of any changes in the close of the Application List or the time period during which theInvitation is open, we will publicly announce the same:(a)

through a SGXNET announcement to be posted on the internet at the SGX-STs website at

http://www.sgx.com; and

(b)

in a major English language newspaper in Singapore.

26

INDICATIVE TIMETABLE FOR LISTING

We will publicly announce details of the results of the Invitation (including the level of subscriptionfor the New Shares and the basis of allotment and/or allocation of the New Shares pursuant to theInvitation), as soon as it is practicable after the close of the Application List through the channelsdescribed in (a) and (b) above.We reserve the right to reject or accept, in whole or in part, or to scale down or ballot anyapplication for the New Shares, without assigning any reason therefor, and no enquiry and/orcorrespondence on our decision will be entertained. In deciding the basis of allotment and/orallocation, due consideration will be given to the desirability of allotting and/or allotting the NewShares to a reasonable number of applicants with a view to establishing an adequate market forour Shares.

27

PLAN OF DISTRIBUTIONThe Issue Price is determined by us in consultation with the Sponsor, Issue Manager, Underwriterand Placement Agent after taking into consideration, inter alia, prevailing market conditions andthe estimated market demand for our Shares determined through a book-building process. TheIssue Price is the same for all New Shares and is payable in full on application.OFFER SHARESThe Offer Shares are made available to members of the public in Singapore for subscription at theIssue Price. Applications for the Offer Shares may be made by way of Offer Shares ApplicationForms or by way of Electronic Applications. The terms, conditions and procedures for applicationsare described in Appendix H of this Offer Document.An applicant who has made an application for Offer Shares by way of printed Offer SharesApplication Forms may not make another separate application for Offer Shares by way of anElectronic Application and vice versa. Such separate application shall be deemed to be multipleapplications and shall be rejected.In the event of an under-subscription for the Offer Shares as at the close of the Application List,that number of Offer Shares not subscribed for shall be made available to satisfy excessapplications for the Placement Shares to the extent that there is an over-subscription for thePlacement Shares as at the close of the Application List.In the event of an over-subscription for the Offer Shares as at the close of the Application Listand/or the Placement Shares are fully subscribed or over-subscribed for as at the close of theApplication List, the successful applications for the Offer Shares will be determined by ballot orotherwise as determined by our Directors, and the Sponsor, Issue Manager, Underwriter andPlacement Agent and approved by the SGX-ST (if required).PLACEMENT SHARESThe Placement Shares are reserved for placement to retail and institutional investors who mayapply through their brokers or financial institutions. Applications for the Placement Shares must bemade by way of Placement Shares Application Forms or other such forms of application as theSponsor, Issue Manager, Underwriter and Placement Agent deem appropriate. The terms,conditions and procedures for applications are described in Appendix H of this Offer Document.In the event of an under-subscription for the Placement Shares as at the close of the ApplicationList, that number of Placement Shares not subscribed for shall be made available to satisfy excessapplications for the Offer Shares to the extent that there is an over-subscription for the OfferShares as at the close of the Application List.Subscribers of the Placement Shares may be required to pay a brokerage of up to 1.0% of theIssue Price (plus GST thereon and any other similar charges if applicable) to the Placement Agentor any sub-placement agent that may be appointed by the Placement Agent.None of our Directors, Executive Officers, Substantial Shareholders or Employees intend tosubscribe for more than 5.0% of the New Shares. The Independent Directors intend to apply forPlacement Shares not amounting to 5.0% of the New Shares.To the best of our knowledge and belief, we are not aware of any person who intends to subscribefor more than 5.0% of the New Shares. However, through a book-building process to assessmarket demand for our Shares, there may be person(s) who may indicate an interest to subscribe28

PLAN OF DISTRIBUTIONfor Shares amounting to more than 5.0% of the New Shares. If such person(s) were to make anapplication for Shares amounting to more than 5.0% of the New Shares and are subsequentlyallotted such number of Shares, we will make the necessary announcements at an appropriatetime. The final allotment of Shares will be in accordance with the shareholding spread anddistribution guidelines as set out in the Listing Manual.No Shares shall be allotted on the basis of this Offer Document later than six (6) months after thedate of registration of this Offer Document by the SGX-ST acting as agent on behalf of theAuthority.

29

OFFER DOCUMENT SUMMARY

The following summary highlights certain information found in greater detail elsewhere in thisOffer Document. Terms defined elsewhere in this Offer Document have the same meaning whenused herein. In addition to this summary, we urge you to read the entire Offer Document carefully,especially the section titled Risk Factors of this Offer Document, before deciding to invest in ourShares.OVERVIEW OF OUR GROUPOur CompanyOur Company was incorporated in Singapore on 6 January 2011 under the Companies Act as aprivate limited company under the name of Singapore Medicine Specialists Pte. Ltd. On 26August 2011, our Company was renamed Singapore O&G Pte. Ltd. to better reflect the natureof our Groups core services. Subsequently, on [] May 2015, our Company was converted into apublic company and changed its name to Singapore O&G Ltd..Our BusinessWe are in the business of providing healthcare services to women, with a particular focus on thefemale reproductive system, pregnancy care and delivery, and gynaecological and breast cancer.Since incorporation, our Group has progressed steadily.No. of SpecialistMedicalPractitioners

No. of Clinics

No. of Locations

As at 31 December 2011

As at 31 December 2012

As at 31 December 2013

As at 31 December 2014

As at the Latest Practicable Date, we have seven (7) physicians in our Group, comprising six (6)O&G specialist medical practitioners and one (1) breast and general surgeon, and we operateeight (8) clinics in five (5) different locations. We have two (2) clinics in Parkway East MedicalCentre, three (3) clinics in Gleneagles Medical Centre, one (1) clinic in Thomson Medical Centre,one (1) clinic in Mount Elizabeth Novena Specialist Centre, and one (1) clinic in Cassia Crescent.Please refer to the sections titled General Information on our Group Our Medical Clinics andGeneral Information on our Group Our Specialist Medical Practitioners of this Offer Documentfor more information.Our revenue is derived from the provision of O&G services, which includes general and ancillarysurgical services, breast and gynaecological cancer treatments, and medication andsupplements. The most important of these are as follows:

OFFER DOCUMENT SUMMARY

breast care services;

screening and testing;

the sale of medication and supplements; and

surgical and ancillary services.

Please refer to the section titled General Information on our Group Our Business of this OfferDocument for more information.Our Competitive StrengthsWe believe our main competitive advantages are:

we are well-established specialist medical practitioners in womens healthcare;

we have a dedicated management team with relevant industry experience;

we have a disciplined and focused direction; and

we have conveniently-located clinics in the central and east regions of Singapore.

Please refer to the section titled General Information on our Group Competitive Strengths ofthis Offer Document for more information.Our Business Strategies and Future PlansOur business strategies and future plans are as follows:

investments in associates, specialist medical practitioners and synergistic businesses; and

diversify and grow our patient base.

Please refer to the section titled General Information on our Group Our Business Strategies andFuture Plans of this Offer Document for more information.

31

OFFER DOCUMENT SUMMARY

Our Contact DetailsOur registered and principal office is located at 34 Cassia Crescent, #01-80, Singapore 390034.Our telephone number is +65 6440 4123 and our facsimile number is +65 6440 8240. OurCompany Registration Number is 201100687M. Our internet address is http://www.sog.com.sg.Information contained in our website does not constitute part of this Offer Document.FINANCIAL HIGHLIGHTSYou should read the following summary financial information in conjunction with the full text of thisOffer Document, including the Audited Combined Financial Statements of Singapore O&G Ltd.and its Subsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 and theUnaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and itsSubsidiaries for the Financial Year ended 31 December 2014 as set out in Appendices A and B,respectively, of this Offer Document as well as the section titled Managements Discussion andAnalysis of Results of Operations and Financial Position of this Offer Document.Selected items from the Audited Combined Statement of Comprehensive Income of ourGroup (1)(S$000)

FY2012

FY2013

FY2014

8,116

8,642

13,547

3,426

3,720

5,039

Profit after tax (4)

3,001

3,120

4,248

Profit attributable to equity

holders of the Company

3,001

3,120

4,248

200

200

174,400

1.72

1.79

2.44

1.38

1.43

1.95

Revenue (2)Profit before tax

(3)

Number of SharesEPS (cents)

(5)

EPS (adjusted for New Shares)

(cents) (6)

32

OFFER DOCUMENT SUMMARY

Selected items from the Audited Combined Statements of Financial Position and UnauditedPro Forma Combined Statement of Financial Position (7)(S$000)

Please refer to the Audited Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for theFinancial Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document.

Profit before tax is after taking into account other operating income, deducting salaries, depreciation, otheroperating expenses and financing income/expenses.

(4)

Profit after tax is after providing for anticipated corporation tax.

(5)

For comparative purposes, EPS is calculated based on the profit after tax for the year and the pre-Invitation sharecapital of our Company of 174,400,000 Shares.

(6)

For comparative purposes, EPS is calculated based on the profit after tax for the year and the post-Invitation sharecapital of our Company of 218,000,000 Shares.

(7)

Please refer to the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and itsSubsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this Offer Document. TheUnaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its Subsidiaries for the FinancialYear ended 31 December 2014 has been prepared for illustrative purposes only, and is based on certainassumptions, and after making certain adjustments to show what the financial position and cash flow of the proforma Group for the financial year ended 31 December 2014 would have been if the final dividend of 35% of netincome amount of S$1,482,400 had been paid during the financial year ended 31 December 2014.

(8)

For comparative purposes, NTA per Share is calculated based on the net tangible assets and the pre-Invitationshare capital of our Company of 174,400,000 Shares.

33

THE INVITATIONIssue Size

43,600,000 New Shares by way of Offer and Placement.

The New Shares, which form part of the Invitation, shall uponallotment and issue be free from all pre-emption rights,charges, liens and other encumbrances and, rank in allrespects pari passu with our existing issued Shares.

Issue Price

S$[] for each New Share.

The Offer

The Offer comprises an invitation by our Company of

2,200,000 Offer Shares to the public in Singapore forsubscription at the Issue Price, upon the terms and subject tothe conditions of this Offer Document.

The Placement

The Placement comprises a placement by the Placement

Agent on behalf of our Company of 41,400,000 PlacementShares at the Issue Price, upon the terms and subject to theconditions of this Offer Document.

Clawback andRe-allocation

The New Shares may be re-allocated between the Offer and

the Placement at the discretion of the Sponsor, IssueManager, Underwriter and Placement Agent in the event of anexcess of applications in one and a deficit of applications inthe other.

Purpose of the Invitation

Our Directors believe that the listing of our Company and thequotation of our Shares on Catalist will enhance our publicimage locally and internationally and enable us to tap thecapital markets to fund the expansion of our businessoperations. The Invitation will also provide members of thepublic and our Employees with an opportunity to participate inthe equity of our Company. Please refer to the section titledUse of Proceeds and Listing Expenses of this OfferDocument for more information.

Listing Status

There has been no public market for our Shares prior to theInvitation. Our Shares will be quoted in Singapore dollars onthe SGX-ST, subject to the admission of our Company to theOfficial List of the Catalist of the SGX-ST and permission fordealing in, and for quotation of, our Shares, the New Shares,the Option Shares and the Award Shares being granted by theSGX-ST and the Authority not issuing a Stop Order.

Risk Factors

Investing our Shares involve risks which are described in the

section titled Risk Factors of this Offer Document.

34

RISK FACTORSAn investment in our Shares involves risks. Prospective investors should carefully consider andevaluate each of the following considerations and all other information set forth in this OfferDocument before deciding to invest in our Shares. The following describes some of the significantrisks known to us now that could directly or indirectly affect us and the value or trading price ofour Shares. The following does not state risks unknown to us now but which could occur in future,and risks which we currently believe to be immaterial, which could turn out to be material. Shouldthese risks occur or turn out to be material, they could materially and adversely affect ourbusiness, financial condition, results of operations and prospects. To the best of our Directorsknowledge and belief, all risk factors which are material to investors in making an informedjudgment of our Group have been set out below. If any of the following considerations,uncertainties or material risks develop into actual events, our business, operations, prospects,financial conditions and/or results of operations could be materially and adversely affected. Insuch cases, the trading price of our Shares could decline and investors may lose all or part of theirinvestment in our Shares.This Offer Document also contains forward-looking statements having direct and/or indirectimplications on our future performance. Investors should also consider the information providedbelow in connection with the forward-looking statements in this Offer Document and the warningregarding forward-looking statements at the beginning of this Offer Document. Our actual resultsmay differ materially from those anticipated by these forward-looking statements due to certainfactors, including the risks and uncertainties faced by us, as described below and elsewhere inthis Offer Document.RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATEWe are subject to regulations and licensing requirements for our operationsThe healthcare industry is highly regulated. We and our healthcare professionals are subject tolaws and regulations, including for example, the Private Hospitals and Medical Clinics Act, theMedical Registration Act and the Nurses and Midwives Act. Any adverse changes in such laws andregulations or the introduction of new applicable laws and regulations could result in, amongothers, more stringent requirements and/or an increase in compliance costs, which couldmaterially and adversely affect our business, financial condition and results of operations.Further, the relevant authorities such as MOH and SMC may suspend or deny renewal of licensesin respect of our business operations and healthcare professionals if they determine that we or ourhealthcare professionals do not meet the applicable standards and this could also materially andadversely affect the business, financial condition and results of operations of our Group.We may not be able to obtain the requisite approvals, licenses and/or permits or renew ourcurrent approvals, licenses and/or permits upon their expirationWe and our healthcare professionals require various approvals, licenses and/or permits tooperate, and the obtaining of these requisite approvals, licenses and/or permits and the renewalof the same are subject to compliance with the relevant laws and regulations. While we have notexperienced any issues with obtaining or renewing these requisite approvals, licenses and/orpermits as at the Latest Practicable Date, there is no assurance that we will be able to do so upontheir expiration. In addition, any changes to the existing laws and regulations may require us toapply for new approvals, licenses and/or permits and there is no assurance that we will be ableto obtain these new approvals, licenses and/or permits.

35

RISK FACTORSIn the event that we are unable to obtain or renew the requisite approvals, licenses and/or permits,or such approvals, licenses and/or permits are withdrawn by us, we may be required to ceasedevelopment or operations and our business, financial condition and results of operations of ourGroup may be adversely affected.We are dependent on certain key management personnelOur continued success is dependent on certain members of our management team, includingsome who have been with our Group since its inception, to manage our current operations andmeet future business challenges. Our Executive Directors and Executive Officers are responsiblefor formulating and implementing our growth, corporate development and overall businessstrategies. While we have entered into service agreements with each of our Executive Directors(please refer to the section titled Directors, Executive Officers and Employees ServiceAgreements), any loss of the services of any of our key management personnel without a suitableand timely replacement could materially and adversely affect the business, financial condition andresults of operations of our Group.We are dependent on our key specialist medical practitionersWe are dependent on certain of our specialist medical practitioners. In particular, the services ofDr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo Wan Ling are integralto the development and business of our Group. Together, they contributed an aggregate of 93.1%,90.3% and 93.1% of our revenue for FY2012, FY2013 and FY2014, respectively. Although wehave entered into service agreements with each of Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr.Beh Suan Tiong and Dr. Choo Wan Ling (please refer to the section titled Directors, ExecutiveOfficers and Employees Service Agreements), and while we will continue to develop our talentpool in order to ensure continuity, any loss of the services of any of our key specialist medicalpractitioners without a suitable and timely replacement could materially and adversely affect thebusiness, financial condition and results of operations of our Group.We are dependent on our ability to attract and retain skilled and qualified healthcareprofessionals including specialist medical practitionersOur business operations comprise primarily the provision of specialist medical services. Ourmarket presence, reputation and growth are dependent on our ability to attract skilled andqualified healthcare professionals. These include specialist medical practitioners in the fields ofobstetrics, gynaecology, oncology, infertility treatments and paediatrics, as well as nurses andother clinical staff. We compete for these personnel with other healthcare providers.The demand for healthcare professionals is highly competitive. Healthcare professionals requireprofessional licences to practice, and it may take several years for them to obtain the requisitetraining. In the case of specialist medical practitioners, the training period can be up to fifteen (15)years and even longer for certain medical specialties. Our ability to attract such persons dependson, inter alia, our reputation, professional relationships and compensation. We may not comparefavourably with other healthcare providers on one or more of these factors.Most of our specialist medical practitioners are employed on fixed term contracts and there is noassurance that they will not leave or renew their employment with us upon the expiry of theiremployment contracts. Some of our other specialist medical practitioners may be visitingconsultants and there is no assurance that they will continue to be our visiting consultants.Further, we may not be able to successfully attract and recruit highly qualified specialist medicalpractitioners in the future in line with our expansion plans. Any loss of the services of any of our36

RISK FACTORSspecialist medical practitioners without suitable and timely replacements or an inability to attractand recruit qualified specialist medical practitioners could materially and adversely affect thebusiness, financial condition and results of operations of our Group.We are dependent on our ability to recruit and develop specialist medical practitioners forour growth and continuityOur Group has been successful in recruiting and developing technically strong specialist medicalpractitioners. We have helped them build a quality patient list by referring patients from our moreestablished specialist medical practitioners, by promoting our specialist medical practitionersthrough our corporate social responsibility initiatives and through our other marketing channels.If we are unable to build such a list for our specialist medical practitioners within our targeted timespan, we may not be able to generate a satisfactory return on the monies we invested in thesespecialist medical practitioners. In such an event, there may be a material adverse effect on thebusiness, financial condition and results of operations of our Group.We do not have a long operating historyOur Company was incorporated on 6 January 2011 and we only started operations as a groupfollowing the Restructuring Exercise in 2013 (please refer to the section titled RestructuringExercise of this Offer Document for more details). As such, we do not have the relevant operatinghistory on which our past performance may be judged. This will make it more difficult for investorsto assess our Groups likely future performance and for investors to determine if our Group will beable to meet our projected business plan.Our medical clinics are subject to lease renewals and relocation risksCurrently, we lease the premises of all of our medical clinics. Upon the expiry of such lease term,the landlords have the right to review and revise the terms and conditions of such leaseagreements. We therefore face the risk of an increase in rental or not being able to renew theleases on terms and conditions favourable to us or at all. Any increase in rental or relocation wouldincrease our operating expenses. Further, in the event that our existing lease agreements are notrenewed upon their expiry and suitable alternative locations cannot be found in a timely manneror at all, we may have to suspend the operations of affected medical clinics. Accordingly, theoccurrence of any of the foregoing may have a material adverse impact on the financial conditionand results of operations of our Group.Challenges that affect the healthcare industry may have an impact on our operationsWe are impacted by the challenges currently facing the healthcare industry. We believe that thekey ongoing industry-wide challenges are providing high quality patient care in a competitiveenvironment and managing costs (especially the high cost of rental and staff salaries andbenefits).In addition, our business, financial position, results of operations and prospects may be affectedby other factors that affect the entire healthcare industry such as:

technological and pharmaceutical improvements that increase the cost of providing, or

reduce the demand for, healthcare services;

general economic and business conditions at local, regional, national and internationallevels;37

RISK FACTORS

demographic changes;

an increase in the threat of terrorism or armed conflicts and the occurrence of natural andman-made disasters that affect travel security or the global economy which could reduce thevolume of medical travellers;

improvements in the level of quality of healthcare services in neighbouring countries that

may affect the stream of medical travellers coming to our medical facilities;

changes in the supply distribution chain or other factors that increase the cost of supplies;

reputational and potential financial risk to our operations caused by the independent actionsof doctors, including the prices they charge patients for their services.

In particular, the patient volumes and operating income at our medical clinics are subject toeconomic and seasonal variations caused by a number of factors, including, but not limited to:

unemployment levels;

the cultural and business environment of local communities and in the home countries ofmedical travellers;

the number of uninsured and underinsured patients in local communities;

seasonal cycles of illness; and

climate and weather conditions.

Any failure by us to effectively manage these challenges may have a material adverse effect onour business, financial position, results of operations and prospects.Our operations are located only in Singapore, which makes us sensitive to regulatory,economic, social, political, environmental and competitive conditions and changes inSingaporeWhile we have plans to eventually expand overseas, our operations are currently located only inSingapore, and our healthcare professionals are licensed to practise only in Singapore. Thisconcentration makes us particularly sensitive to regulatory, social, political, economic,environmental and competitive conditions and changes in Singapore. Any material change in thecurrent government insurance payment systems or policies, regulatory, economic, environmentalor competitive conditions in Singapore may have a disproportionate and material adverse effecton our business, financial position, results of operations and prospects.

38

RISK FACTORSAn inability to keep abreast of advances in technology will affect our competitive edge andhence our financial performance adverselyWe need to continually keep up with advances in medical technology relevant to our business.Rapid changes in the healthcare industry require sourcing for and investing in new equipment andtechnology. From time to time, we also need to upgrade existing equipment and facilities. Thismay require significant capital expenditure.If we are unable to adapt to and to acquire such advances in technology, demand for ourhealthcare services may decline. There is also no assurance that we will be able to recover thefinancial outlay for these equipment and technology should patients expectations for theseservices not be met. As a result, there may be a material adverse effect on the business, financialcondition and results of operations of our Group.We may not be able to compete successfully with our competitorsThe industry in which we operate is highly competitive. We face competition from other healthcareservice providers in Singapore and overseas from both the public and private sectors, some ofwhom may have longer operating histories, wider range of services, more advanced technologiesand equipment, greater brand recognition and/or greater financial resources. Such competitorsmay be in a better position to expand their market share. Increased competition may result inlower profit margins and a loss of market share for our Group. There is no assurance that we willbe able to compete against our competitors effectively in the future and this could materially andadversely affect the business, financial condition and results of operations of our Group.We are subject to risks of complaints, claims and regulatory actions arising from theprovision of our healthcare servicesThe provision of professional healthcare services entails inherent risks of liability. While we havenot been the subject of any material complaints, claims or regulatory actions arising from theprovision of our healthcare services, we are exposed to the risks of the same being made againstus, and the risks of litigation and potential liability arising from the conduct of our business and theprovision of professional healthcare services.As a specialist medical group providing, inter alia, screening, testing, advice, treatment andsurgical services for complex medical conditions, which do not have guaranteed positiveoutcomes, we are susceptible to complaints, allegations and legal actions, with or without merit,which may be made or taken against us and/or our healthcare professionals in relation to, interalia, our services, pricing, marketing activities, negligence or medical malpractice. Indeed, ourspecialist medical practitioners often provide the foregoing services based upon, inter alia,consultations with patients, and the results of lab and diagnostic tests, which may at times beimprecise and/or inaccurate. As a result, we may from time to time be involved in material disputeswith various parties in the ordinary course of our business. These complaints, allegations anddisputes, regardless of their validity, may lead to legal or other proceedings, and may result innegative publicity, substantial costs and diversion of our resources and managements attention.If such proceedings occur, we cannot assure you that the outcome will not be detrimental to theGroup, and any negative outcome may have a material adverse impact on the staff morale,reputation, business, financial condition and results of operations of our Group.

39

RISK FACTORSAny complaint against us or our specialist medical practitioners or healthcare professionals mayalso result in investigations and/or disciplinary actions by the relevant governing professionalbody (including SMC and MOH) which could in turn result in fines, suspension and/or revocationof licenses. The occurrence of any of the foregoing events may have a material adverse impacton the staff morale, reputation, business, financial condition and results of operations of ourGroup.It should finally be noted that the businesses and medical clinics which we have acquired or mayacquire, and the specialist medical practitioners and healthcare professionals which we havehired or may hire, may have unknown or contingent liabilities and we may become liable for thepast activities of such businesses and medical clinics.There is no assurance that we will be able to recover any or all of the damages, fines and/or legalcosts from our insurance policies, which may have a material adverse impact on the staff morale,reputation, business, financial condition and results of operations of our Group.We may not have adequate insurance coverageOur medical clinics and medical equipment face the risk of suffering physical damage caused byfire or natural disasters or other causes, which could disrupt our business operations. Further, ourmedical clinics also face the risk of potential public liability claims. There is no assurance thatthere will not be any such damage or that liability claims will not be in excess of the amountcovered by our insurance policies or that such insurance policies are comprehensive and coverall types of damage suffered or public liability claims. As such, the occurrence of any of theforegoing could materially and adversely affect our business, financial condition and results ofoperations.We believe we have insured our business operations and medical clinics in line with industrypractice in Singapore. However, we cannot be assured that such insurance coverage will besufficient to cover all potential liabilities and risks that we face. Should there be adversedevelopments such as terrorist attacks and other natural or man-made disasters such asearthquakes and floods, fire hazards and other events beyond our control in Singapore or anyother regions where we have operations, we may not have adequate insurance coverage to coverthese liabilities and risks and our business, financial condition, results of operations and prospectsmay be materially and adversely affected. Additionally, any material change in the terms of ourspecialist medical practitioners insurance policies may have a disproportionate and materialadverse effect on our business, financial position, results of operations and prospects. While ourspecialist medical practitioners currently have occurrence-based insurance (i.e. coverageprovides protection from claims and complaints stemming from incidents during the year ofsubscription regardless of when the claim is made), material changes to the terms of theirinsurance policies such as a shift by insurers to claims-based insurance (e.g. where coverageprovides protection from claims and complaints stemming from incidents during the year ofsubscription, provided the relevant incident is reported within that year or on such other terms asthe insurers may decide) may result in claims for which we may not be compensated by insuranceproceeds (if any) and/or contractual indemnities (if any). Should there be any such materialchanges, we may have to make provisions in our accounts and this may have a material adverseeffect on our business, financial condition, results of operations and prospects.Further, our insurance policies are renewed on an annual basis and there is no assurance that wewill be able to renew all of our policies or obtain new policies on similar terms.

40

RISK FACTORSWe are dependent on our ability to contain our operating costsEmployee benefits and operating lease expenses are our Groups two (2) largest operatingexpenses. In FY2014, employee benefits and operating lease expenses accounted forapproximately 72.1% and 8.3%, respectively, of our total operating costs.Competition for skilled and qualified healthcare professionals may result in a general rise in theirwages. In order to retain or attract such healthcare professionals, we may have to improve ourremuneration terms and benefits, which may have a material adverse impact on the business,financial condition and results of operations of our Group. Operating lease expenses will alsoincrease if we lease more premises in the expansion of our business operations.Such increases in operating costs may have a material adverse impact on the financial conditionand results of operations of our Group.We are dependent on certain private hospitalsAs our medical clinics are currently located in Gleneagles Medical Centre, Parkway East MedicalCentre, Mount Elizabeth Novena Specialist Centre and Thomson Medical Centre, we will arrangefor our obstetrics patients to deliver their babies in either Gleneagles Medical Centre, ParkwayEast Medical Centre, Mount Elizabeth Novena Specialist Centre or Thomson Medical Centre. Ifthere is a disruption in the operations of these hospitals, for instance due to a major fire, it wouldaffect our business insofar that we would have to find available beds in other hospitals which arelocated further away from our medical clinics.We depend on individual patients and corporate clients who opt for private healthcareservicesThe demand for our healthcare services is highly dependent on the financial ability and thewillingness of individual patients and corporate clients to pay for private healthcare services.Negative market sentiment, a slowdown in the economy or a higher unemployment rate may leadto a decrease in demand for our services as more patients may opt for subsidised publichealthcare services available at government hospitals and polyclinics or treatment from otherprivate healthcare providers that are more price competitive.Any decrease in the demand for our services from individual private patients and corporate clientsmay have a material adverse impact on the business, financial condition and results of operationsof our Group.We are subject to risks associated with medical technology developmentsThe specialist healthcare industry is characterised by rapid developments in medical technology.As a result, we may be exposed to changes in technology in the fields in which we operate,including alternative procedures, treatments, medical equipment, drugs and other products thatmay be more effective, easier to use or more economical than those currently utilised by us.There is no assurance that the procedures, treatments, medical equipment and drugs used by uswill not become obsolete or that we will be able to acquire suitable alternative procedures,treatments, medical equipment, drugs. In such an event, the demand for our services, ourreputation, business, financial condition and results of operations may be materially and adverselyaffected.

41

RISK FACTORSWe may also incur costs in sourcing for and investing in new medical technologies withoutobtaining a commensurate return on our investment. In such an event, our business, financialcondition and results of operations may be materially and adversely affected.Our future expansion may be affected by the social, political and economic conditions inthe countries we seek to expand intoA change in the social, political and economic conditions of the countries in which we seek toexpand may lead to a change in the demand for, and perception/desirability of our healthcareservices in those countries. These conditions may include unfavourable changes in governmentpolicies, a downturn in that economy, or the occurrence of political unrest.Such events are beyond our control and may disrupt or cause our expansion into those countriesto falter or fail. This may materially and adversely affect our business, financial condition andresults of operations.There is no assurance that our future plans will be commercially successfulWe have in the past three (3) years, expanded our operations in a gradual manner. Suchexpansion included the setting-up of new medical clinics, the expansion of our existing medicalfacilities, and an investment in a bio-medical company that is complementary to our existingbusinesses. We intend to continue with the expansion of our operations. Please refer to thesection titled General Information on our Group Our Business Strategies and Future Plans ofthis Offer Document for more information.There is no assurance that our business strategies and future plans will be commerciallysuccessful. Such plans may be expensive and may divert our managements attention and exposeour business to unforeseen liabilities or risks associated with entering new markets or newbusinesses.Additionally, we intend to develop and expand our existing business operations by acquiringand/or opening more clinics. We may not be successful in integrating any acquired businessesand may not achieve the anticipated synergies for revenue growth and cost benefits. If we fail toachieve a sufficient level of revenue or if our expansion plans result in a lapse of patient service,performance problems with an acquired company, potential dilutive issuances of equity securitiesor the incurrence of debt, contingent liabilities, possible impairment charges related to goodwill orother intangible assets or any other unanticipated events or circumstances, our business,financial condition and results of operations may be materially and adversely affected.Our medical facilities may be affected by outbreaks of infectious diseasesA resurgence of the outbreak of Severe Acute Respiratory Syndrome (SARS), Middle EastRespiratory Syndrome (MERS) or any other contagious or virulent diseases like influenza (H5N1and H7N9) or bird flu in Singapore and/or the region could have a material adverse impact on ouroperations. In the event such outbreaks occur at any of our medical facilities, greater infectioncontrol measures will have to be implemented with the possibility of temporary closure of theaffected facility and quarantine of all affected healthcare professionals.In addition, occurrences of epidemics and pandemics could also result in negative public opinionof medical institutions, which will materially and adversely affect our operations and financialperformance.

42

RISK FACTORSWe may be affected by terrorist attacks, natural disasters and other events beyond ourcontrolTerrorist attacks may lead to uncertainty in the economic outlook of markets leading to aneconomic downturn. This may in turn have an adverse impact on our business. There can be noassurance that the terrorists will not target Singapore or the countries in which we may operatein the future.Our Groups current insurance policies do not cover terrorist attacks. The consequences of anysuch terrorist attacks, natural disasters or other events beyond our control are unpredictable, andwe are not able to foresee events of such nature, which could cause interruptions to parts of ourbusinesses and may materially and adversely affect our business, financial condition and resultsof operations.While Singapore is naturally sheltered from major natural catastrophes, there is no assurance thatSingapore or the countries in which we may operate in the future will not suffer any major naturalcatastrophe in the future. Such events can cause substantial structural and physical damage toproperties and infrastructure. In the event that Singapore or the countries in which we may operatein the future suffers any natural disasters, substantial structural and physical damage to ourproperties may be caused, resulting in the incurrence of expenses to repair the damage caused.The environmental conditions may also cause business disruptions, affect investments and resultin various other adverse effects on Singapore or the countries in which we may operate in thefuture in general. This may lead to a decrease in demand for our services and this may materiallyand adversely affect our business, financial condition and results of operations.We are subject to political, economic and social developments in SingaporeOur business, prospects, financial position and results of operations may be adversely affected bypolitical, economic, social and legal developments in Singapore that are beyond our control. Suchpolitical and economic uncertainties include, but are not limited to, the risks of war, terrorism,nationalism, expropriation or nullification of contracts, changes in interest rates, rates of economicgrowth, fiscal and monetary policies of the government, inflation, deflation, methods of taxationand tax policy, unemployment trends, and other matters that influence consumer confidence,spending and tourism. Increasing volatility in financial markets may cause these factors to changewith a greater degree of frequency and magnitude. Negative developments in the socio-politicalenvironment in Singapore, may adversely affect our business, financial position, results ofoperations and prospects. In addition, changes in tax laws or other regulations or actions takenby the Singapore government to partially or wholly nationalise or compulsorily acquire ourproperties or the underlying land may have a material adverse effect on our business, financialposition, results of operations and prospects.Our Group may be adversely affected by the uncertain global economic outlookOur business is susceptible to the general economic conditions in Singapore. Factors such asgross domestic product (GDP) growth, disposable income and unemployment rates may affect thenumber of patients who opt for private healthcare and indirectly affect our business operations.Given the uncertainties of the future economic outlook, there is no assurance that we will be ableto grow our business, or that we will be able to react promptly to any change in economicconditions. In the event that we fail to react promptly to the changing economic conditions, ourperformance and profitability could be adversely affected. Our business performance, future plansand operations may be adversely affected if these conditions deteriorate in the future.

43

RISK FACTORSWe may be subject to competition laws and regulations in certain countries in which weoperateCompetition laws and regulations in Singapore may limit our growth and subject us to anti-trustand merger control investigations. Violation of such laws or regulations could potentially exposeus to financial penalties or rights of private action. The Singapore competition regime generallyfavours increased competition. We may be subject to anti-trust investigations, restricted fromcontinuing to engage in practices found to be anti-competitive and restricted from continuing toengage in practices that are found to be an abuse of that dominance. We cannot predict the effectof any investigations by competition authorities on our business. If, as a result of any investigationby the relevant authorities, we are subject to financial or other penalties or we are prohibited fromengaging in certain types of businesses or practices, our business, financial position, results ofoperations and prospects may be materially and adversely affected.RISKS RELATING TO OWNERSHIP OF OUR SHARESInvestments in securities quoted on Catalist involve a higher degree of risk and can be lessliquid than shares quoted on the Main Board of the SGX-STAn application has been made for our Shares to be listed for quotation on Catalist, a listingplatform designed primarily for fast-growing and emerging or smaller companies to which a higherinvestment risk tends to be attached as compared to larger or more established companies listedon the Main Board of the SGX-ST. An investment in shares quoted on Catalist may carry a higherrisk than an investment in shares quoted on the Main Board of the SGX-ST and the future successand liquidity in the market of our Shares cannot be guaranteed.Investors in our Shares will face immediate and substantial dilution in our NTA per Shareand may experience future dilutionOur Issue Price of [] cents per Share is substantially higher than our NTA per Share of [] centsbased on the post-Invitation issued and paid-up share capital adjusted for the net proceeds fromthe issue of New Shares. If we were liquidated for NTA immediately following the Invitation, eachShareholder subscribing to the Invitation would receive less than the price they paid for theirShares. Details of the immediate dilution of our Shares incurred by new investors are describedunder the section titled Dilution of this Offer Document.Additional funds raised through issuance of new Shares for future growth will diluteShareholders equity interestsWe may, in the future, expand our capabilities and business through acquisitions, joint ventures,strategic partnerships and alliances with parties who can add value to our business. We mayrequire additional equity funding after the Invitation by way of a placement of new Shares or issuenew Shares as consideration to finance future acquisitions, joint ventures and strategicpartnerships and alliances, which may result in a dilution to the equity interests of ourShareholders. Further, in the event that the Company raises additional funds to meet its financingneeds and existing Shareholders do not participate in the pro-rata fund raising activities such asrights issues, such Shareholders may experience a dilution in their shareholdings.

44

RISK FACTORSFuture sale or issuance of our Shares could materially and adversely affect our Share priceAny future sale or issuance or availability of a large number of our Shares in the public market orperception thereof may have a downward pressure on our Share price. These factors also affectour ability to sell additional equity securities in the future, at a time and price we deem appropriate.Save as disclosed under the section titled Shareholders Moratorium of this Offer Document,there will be no restriction on the ability of our Shareholders to sell their Shares either on theSGX-ST or otherwise.Further, if we were to raise funds in the future by way of a rights issue, if any Shareholder isunwilling to participate in such fund raising, such Shareholder will suffer dilution of hisshareholding.There has been no prior market for our Shares and the Invitation may not result in an activeor liquid market and there is a possibility that our Share price may be volatilePrior to the Invitation, there had been no public market for our Shares. Although we have madean application to the SGX-ST for our Shares to be listed for quotation on Catalist, there is noassurance that an active trading market for our Shares will develop, or if it develops, be sustained.There is also no assurance that the market price for our Shares will not decline below the IssuePrice. The market price of our Shares could be subject to significant fluctuations due to variousexternal factors and events including the liquidity of our Shares in the market, differences betweenour actual financial or operating results and those expected by investors and analysts, generalmarket conditions and broad market fluctuations.Our Share price may be volatile in future which could result in substantial losses forinvestors purchasing Shares pursuant to the InvitationThe trading price of our Shares may fluctuate significantly and rapidly after the Invitation as aresult of, among others, the following factors, some of which are beyond our control:

variations of our operating results;

changes in market valuations and share prices of companies with business similar to that ofour Company that may be listed in Singapore;

additions or departures of our key management personnel;

material changes or uncertainty in the political, economic and regulatory environment in themarkets that we operate;

fluctuations of stock markets prices and volume;

announcements by us of significant acquisitions, strategic alliances or joint ventures;

successes or failures of our efforts in implementing business and growth strategies;

our involvement in material litigation; and

changes in conditions affecting the industry, the general economic conditions or stock marketsentiments or other events or factors.45

RISK FACTORSInvestors may not be able to participate in future rights issues or certain other equityissues of our SharesIn the event that we issue new Shares, we will be under no obligation to offer those Shares to ourexisting Shareholders at the time of issue, except where we elect to conduct a rights issue.However, in electing to conduct a rights issue or certain other equity issues, we will have thediscretion and may also be subject to certain regulations as to the procedures to be followed inmaking such rights available to Shareholders or in disposing of such rights for the benefit of suchShareholders and making the net proceeds available to them. In addition, we may not offer suchrights to our existing Shareholders having an address in jurisdictions outside of Singapore.Accordingly, certain Shareholders may be unable to participate in future equity offerings by us andmay experience dilution in their shareholdings as a result.Certain transactions may dilute the ownership of holders of our SharesAs a result of adjustments from rights offerings, certain issuances of new Shares and certain otheractions we may take to modify our capital structure, Shareholders may experience a dilution intheir ownership of our Shares. There can be no assurance that we will not take any of theforegoing actions, and such actions in the future may adversely affect the market price of ourShares.Negative publicity including those relating to any of our Directors, Executive Officers orSubstantial Shareholders may materially and adversely affect our Share priceNegative publicity or announcements including those relating to any of our Directors, ExecutiveOfficers or Substantial Shareholders may materially and adversely affect the market perception ofour Group or the performance of the price of our Shares, whether or not they are justified.Examples of negative publicity include publicity on our unsuccessful attempts in joint ventures,acquisitions or take-overs, or involvement in insolvency proceedings.The actual performance of our Company may differ materially from the forward-lookingstatements in this Offer DocumentThis Offer Document contains forward-looking statements, which are based on a number ofassumptions which are subject to significant uncertainties and contingencies, many of which areoutside our control. Furthermore, our revenue and financial performance are dependent on anumber of external factors, such as demand for our services which may decrease for variousreasons, including increased competition within the industry or changes in applicable laws andregulations. We cannot assure you that these assumptions will be realised and our actualperformance will be as projected.Control by our Substantial Shareholders of our share capital after the Invitation may limityour ability to influence the outcome of decisions requiring the approval of ShareholdersSubject to the Invitation, our Controlling Shareholders, Dr. Lee Keen Whye and Dr. Heng TungLan, will hold directly in aggregate approximately []% of our issued share capital. As a result, theywill be able to significantly influence our corporate actions such as mergers or take-over attemptsin a manner which may not be in line with the interests of our public Shareholders. They will alsohave veto power in relation to any shareholder action or approval requiring a majority vote exceptin situations where they are required by the rules of the Listing Manual, the SGX-ST or

46

RISK FACTORSundertakings given by them to abstain from voting. Such concentration of ownership may alsohave the effect of delaying, preventing or deterring a change in control of our Group which maynot benefit our Shareholders.We may not be able to pay dividends in the futureOur ability to declare dividends to our Shareholders will depend on our future financialperformance and distributable reserves of our Company, which, in turn, depends on ussuccessfully implementing our strategies and on financial, competitive, regulatory, technical andother factors, including but not limited to general economic conditions, demand for and sellingprices of our products and services and other factors specific to our industry or specific projects,many of which are beyond our control. As such, there is no assurance that our Company will beable to pay dividends to our Shareholders. In the event that our Company enters into any loanagreements in the future, covenants therein may also limit when and how much dividends we candeclare and pay.

47

USE OF PROCEEDS AND LISTING EXPENSES

The estimated amount of expenses of the Invitation and of the application for listing, includingunderwriting and placement commission, brokerage, management, audit and legal fees,advertising and printing expenses, listing fees payable to the SGX-ST and the Authority and allother incidental expenses in relation to the Invitation is approximately S$[] (including GST). Thenet proceeds to be raised from the issue of the New Shares (after deducting expenses ofapproximately S$[]) are estimated to be S$[].The following table sets out a breakdown of the use of the proceeds from the Invitation:

Amount in aggregate(S$000)

Estimated amount allocated for

each dollar of gross proceedsraised by us from the issue ofthe New Shares (in cents)

Gross proceeds from the

Invitation

[]

100.00

Listing and processing fees

[]

[]

Professional fees

[]

[]

[]

[]

Other expenses

[]

[]

Net proceeds from the

Invitation

[]

[]

Expansion of businessoperations

[]

[]

Investments in healthcareprofessionals and synergisticbusinesses

[]

[]

Working capital purposes

[]

[]

Intended use

Placement commission

(1)

Note:(1)

The amount of commission per New Share, agreed upon between the Issue Manager, Underwriter and PlacementAgent and our Company is 3.5% of the Issue Price payable for each New Share. Please refer to the section titledSponsorship, Management, Underwriting and Placement Arrangements of this Offer Document for more details.

Please refer to the section titled Our Business Strategies and Future Plans of this OfferDocument for more information on our intended use of the net proceeds from the Invitation.Pending the deployment of the net proceeds from the Invitation, the funds will be placed inshort-term deposits with financial institutions and/or used to invest in short-term money marketinstruments as our Directors may, in their absolute discretion, deem appropriate.As part of its terms of reference, our Audit Committee will monitor our use of net proceeds fromthe Invitation. As and when the funds from the Invitation are materially disbursed, our Companywill make periodic announcements via SGXNET on the use of the net proceeds and will providea status report on the use thereof in our annual report.

48

USE OF PROCEEDS AND LISTING EXPENSES

In the event that our proposed use of the net proceeds from the Invitation does not materialise orproceed as planned, our Directors will carefully evaluate the situation and may re-allocate theintended funding to other purposes and/or hold such funds on short-term deposits for so long asour Directors deem it to be in the best interest of our Company and our Shareholders, taken asa whole. Any change in the use of the net proceeds from the Invitation will be subject to the ListingManual and appropriate announcements will be made by our Company on SGXNET.Save as disclosed above, none of the net proceeds from the Invitation will be used, directly orindirectly, to acquire or re-finance the acquisition of an asset other than in the ordinary course ofbusiness.There is no minimum amount which, in the reasonable opinion of our Directors, must be raised bythe Invitation.Subscribers of the Placement Shares may be required to pay brokerage of 1.0% of the Issue Priceto the Placement Agent or any sub-placement agent that may be appointed by the PlacementAgent.

49

SPONSORSHIP, MANAGEMENT, UNDERWRITING

AND PLACEMENT ARRANGEMENTSSPONSORSHIP AND MANAGEMENT AGREEMENTPursuant to a full sponsorship and management agreement dated [] June 2015 (theSponsorship and Management Agreement) entered into between our Company and HongLeong Finance, our Company appointed Hong Leong Finance to manage the Invitation. TheSponsor will receive a fee from our Company for such services rendered in connection with theInvitation.The Sponsor may terminate the Sponsorship and Management Agreement if:(a)

at any time up to the Listing Date, a notice of refusal to an admission of our Company to theOfficial List of Catalist is issued by the SGX-ST; or

(b)

at any time after the registration of this Offer Document with the SGX-ST but before the closeof the Application List, our Company fails and/or neglects to lodge a supplementary orreplacement offer document (as the case may be) if we become aware of:(i)

a false or misleading statement in this Offer Document;

(ii)

an omission from this Offer Document of any information that should have beenincluded in it under the SFA; or

(iii) a new circumstance that has arisen since this Offer Document was lodged with theSGX-ST acting as agent on behalf of the Authority and would have been required by theSFA to be included in this Offer Document if it had arisen before this Offer Documentwas lodged,that is materially adverse from the point of view of an investor; or(c)

the Shares have not been admitted to Catalist on or before [] June 2015 (or such other dateas our Company and the Sponsor may agree).

If there shall have been, since the date of the Sponsorship and Management Agreement and priorto the close of the Application List:(a)

any breach of the warranties or undertakings by our Company in the Sponsorship andManagement Agreement which comes to the knowledge of the Sponsor;

(b)

any occurrence of certain specified events which comes to the knowledge of the Sponsor;

(c)

any adverse change, or any development involving a prospective adverse change, in thecondition (financial or otherwise) of our Company or of our Group as a whole;

(d)

any introduction or prospective introduction of or any change or prospective change in any

legislation, regulation, order, policy, rule, guideline or directive (whether or not having theforce of law and including, without limitation, any directive, notice or request issued byACRA, the Authority, the Securities Industry Council of Singapore, the SGX-ST or relevantauthorities in Singapore or elsewhere) or in the interpretation or application thereof by anycourt, government body, regulatory authority or other competent authority in Singapore orelsewhere;

50

SPONSORSHIP, MANAGEMENT, UNDERWRITING

AND PLACEMENT ARRANGEMENTS(e)

any change, or any development involving a prospective change or any crisis in local,national, regional or international political, industrial, legal, financial, monetary or economicconditions, taxation or exchange controls (including but not limited to the conditions in thestock market, foreign exchange market, inter-bank market or interest rates or money market,in Singapore or any other jurisdiction), political, industrial, economic, legal or monetaryconditions, taxation or exchange controls or a combination of any such changes ordevelopment or crisis or deterioration thereof;

(f)

any imminent threat or occurrence of any local, national or international outbreak or

escalation of hostilities whether war has been declared or not, terrorist attacks, orinsurrection or armed conflict (whether or not involving financial markets);

(g)

any regional or local outbreak of disease that may have an adverse effect on the financialmarkets;

(h)

foreign exchange controls in Singapore and overseas or any occurrence of a combination of

any such changes or developments or crises, or any deterioration of any such conditions;

(i)

the issue by the SGX-ST of a notice of refusal to admit the Company to the Catalist; or

(j)

any other occurrence of any nature whatsoever,

which event or events shall in the opinion of the Sponsor (i) result or be likely to result in a materialadverse fluctuation or adverse conditions in the stock market in Singapore or elsewhere; or (ii) belikely to prejudice the success of the offer, subscription or sale of the New Shares (whether in theprimary market or in respect of dealings in the secondary market); or (iii) make it impossible,impracticable or non-commercial to proceed with any of the transactions contemplated in theSponsorship and Management Agreement; or (iv) be likely to have a material adverse effect on thebusiness, trading position, operations or prospects of the Company or of the Group as a whole;or (v) be such that no reasonable underwriter would have entered into the Underwriting andPlacement Agreement; or (vi) results or be likely to result in the issue by the SGX-ST of a noticeof refusal to admit the Company to the Catalist at any point prior to the listing of all the issuedShares and the New Shares; or (vii) make it non-commercial or otherwise contrary to or outsidethe usual commercial practices of underwriting in Singapore for the Underwriter to observe orperform or be obliged to observe or perform the terms of the Underwriting and PlacementAgreement, the Issue Manager may at any time prior to the Listing Date by notice in writing to theCompany rescind or terminate this Agreement.UNDERWRITING AND PLACEMENT AGREEMENTPursuant to an underwriting and placement agreement dated [] June 2015 (the Underwritingand Placement Agreement) entered into between our Company and Hong Leong Finance as theunderwriter and placement agent (the Underwriter and Placement Agent), our Company hasappointed the Underwriter and Placement Agent to underwrite our Invitation of the Offer Sharesfor a commission of 3.5% of the Issue Price for each Offer Share, payable by our Companypursuant to the Invitation. The Underwriter and Placement Agent may, at its absolute discretion,appoint one or more sub-underwriters for the Offer Shares.

51

SPONSORSHIP, MANAGEMENT, UNDERWRITING

AND PLACEMENT ARRANGEMENTSPursuant to the Underwriting and Placement Agreement, our Company has also appointed theUnderwriter and Placement Agent to subscribe for and/or purchase, or procure subscribers for thePlacement Shares at the Issue Price for a placement commission of 3.5% of the aggregate IssuePrice for the total number of Placement Shares, payable by our Company for the PlacementShares which are offered by our Company. The Placement Agent may, at its absolute discretion,appoint one or more sub-placement agents for the Placement Shares.For the Offer Shares, brokerage will be paid by our Company to members of the Association ofBanks in Singapore, members of the SGX-ST and merchant banks in respect of successfulapplications made on Application Forms bearing their respective stamps, or to the ParticipatingBanks in respect of successful applications made through Electronic Applications at theirrespective ATMs or IB websites or mobile banking interface (where applicable) at the rate of0.25% of the Issue Price for each Offer Share (or Placement Share applied to satisfy excessapplications for the Offer Shares), or in the case of DBS Bank, 0.75% of the Issue Price for eachOffer Share. In addition, DBS Bank levies a minimum brokerage fee of S$10,000 which will bepayable by our Company.Subscribers of the Placement Shares may be required to pay a brokerage of up to 1.0% of theIssue Price (plus GST thereon, if applicable) to the Placement Agent or any sub-placement agentthat may be appointed by the Placement Agent.The obligations of the Underwriter and Placement Agent under the Underwriting and PlacementAgreement are conditional upon the Sponsorship and Management Agreement not beingterminated or rescinded pursuant to the provisions of the Sponsorship and ManagementAgreement. In the case of the non-fulfilment of any of the conditions in the Sponsorship andManagement Agreement or the release or discharge of the Sponsor from its obligations under orpursuant to the Sponsorship and Management Agreement, the Underwriting and PlacementAgreement shall be terminated and the parties shall be released from their respective obligationsunder the Underwriting and Placement Agreement.Save as aforesaid, no commission, discount or brokerage, has been paid or other special termsgranted by our Company within the two (2) years preceding the date of this Offer Document or ispayable to any Director, promoter, expert, proposed Director or any other person for subscribingor agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in, ordebentures of, our Group.In the event that the Sponsorship and Management Agreement and/or the Underwriting andPlacement Agreement are terminated, our Directors reserve the right, at their absolute discretion,to cancel the Invitation.Save as disclosed above, we do not have any material relationship with the Sponsor, IssueManager, Underwriter and Placement Agent.

52

DIVIDEND POLICYOur Company has not declared dividends since its incorporation, except for FY2013 and FY2014.The aggregate amount of FY2013 dividends declared in FY2013 and paid in FY2014 wasS$2,175,000, and the aggregate amount of FY2014 dividends declared and paid in FY2015 wasS$1,482,400. The dividends per share declared and paid in FY2012, FY2013 and FY2014 of theCompany was S$Nil, (based on the number of share of 200, as at 31 December 2012), S$10,875(based on the number of share of 200, as at 31 December 2013) and S$0.01, (based on thenumber of share of 174,400,000 as at 31 December 2014), respectively. Please refer to theUnaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and itsSubsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of thisOffer Document for more details on the financial effects of the FY2014 dividends declared andpaid in FY2015.The subsidiaries of the Company have declared and paid dividends. The aggregate amount ofdividends declared and paid in FY2012, FY2013 and FY2014 was S$700,000, S$1,726,523 andS$7,140,042 respectively.Our Board of Directors may declare annual dividends, subject to the approval of our Shareholders,in an annual general meeting, but the amount of such dividend shall not exceed the amountrecommended by our Directors. Our Directors may, without the approval of our Shareholders, alsodeclare an interim dividend. Although the ability of our Company to pay future dividends toShareholders is subject to various factors including but not limited to the financial performance,cash flow requirements, availability of distributable reserves and tax credits, future operatingconditions as well as future expansion, capital expenditure and investment plans of our Group, wetarget to pay dividends of up to 90.0% (including scrip dividends, should a scrip dividend schemebe implemented) of our net profit after tax to our Shareholders for each financial year.The actual dividends that our Board of Directors may recommend or declare in respect of anyparticular financial year or period will be subject to restrictions under applicable laws andregulations. Under Section 403 of the Companies Act and our Articles, dividends are payable outof profits only.All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up oneach Shareholders Shares, unless the rights attaching to an issue of any Share providesotherwise. Notwithstanding the foregoing, the payment by our Company to CDP of any dividendpayable to a Shareholder whose name is entered in the Depository Register shall, to the extentof payment made to CDP, discharge our Company from any liability to that Shareholder in respectof that payment.The Board of Directors may recommend a lower dividend payment, if after considering thefollowing matters and any other relevant matters they deem it prudent to do so:(a)

our Groups projected financial performance; and

(d)

the general economic conditions and such other external factors that our Group believes tohave an impact on the business operations of our Group.

53

DIVIDEND POLICYSubject to the above, it is our Directors intention that notwithstanding that we do not have a formaldividend policy, we target to distribute up to 90.0% of our net profit after tax to our Shareholdersfor the financial year ending 31 December 2015, as we wish to reward our Shareholders forparticipating in our Groups growth (the Proposed FY2015 Dividend). Investors should,however, note that all the foregoing statements, including the statement on the Proposed FY2015Dividend, are merely statements of our present intention and shall not constitute legally bindingstatements in respect of our future dividends which may be subject to modification (includingreduction or non-declaration thereof) in our Directors sole and absolute discretion. Investorsshould not treat the Proposed FY2015 Dividend or the dividends declared and paid by us as anindication of our Groups future dividend policy. No inference should be or can be made from anyof the foregoing statements as to our actual future profitability or ability to pay dividends. Therecan be no assurance that dividends will be paid in the future or of the amount or timing of anydividends that will be paid in the future.

54

SHARE CAPITALOur Company (company registration number 201100687M) was incorporated in Singapore on 6January 2011 under the Companies Act as a private limited company under the name SingaporeMedicine Specialist Pte Ltd. On 26 August 2011, our Company was renamed Singapore O&GPte. Ltd.. Subsequently, on [] May 2015, our Company was converted into a public company andchanged its name to Singapore O&G Ltd..As at the date of incorporation, our issued and paid-up capital was S$10.00 comprising 100Shares allotted and issued to Dr. Lee Keen Whye. On 18 October 2011, our Company allotted andissued another 100 Shares to Dr. Heng Tung Lan at the aggregate issue price of S$10.00.Pursuant to the completion of the Restructuring Exercise, our issued and paid-up share capitalwas increased to S$4,256,858.11, comprising 174,000,000 ordinary shares. Please refer to thesection titled Restructuring Exercise of this Offer Document.On 6 December 2014, our Company allotted and issued another 400,000 Shares to Dr. NatalieChua at the aggregate issue price of S$[] pursuant to the terms of her service agreement.Following this, our Companys issued and paid-up share capital increased to S$4,356,858.11,comprising 174,400,000 ordinary shares.Pursuant to the resolutions passed by our Shareholders at an EGM held on [] May 2015, ourShareholders approved, inter alia, the following:(a)

the conversion of our Company into a public limited company and the consequential changeof our name to Singapore O&G Ltd.;

(b)

the listing and quotation of all the issued Shares (including the New Shares to be allotted andissued as part of the Invitation), the Option Shares and the Award Shares to be issued (if any)on Catalist to be approved;

(c)

the adoption of a new set of Articles;

(d)

the issue of the New Shares pursuant to the Invitation, which when allotted, issued and fullypaid-up, will rank pari passu in all respects with the existing issued and fully paid-up Shares;

(e)

the authorisation for our Directors, pursuant to Section 161 of the Companies Act and theListing Manual to (i) issue Shares whether by way of rights, bonus or otherwise; (ii) make orgrant offers, agreements or options (collectively, Instruments) that might or would requireShares to be issued, including but not limited to the creation and issue of (as well asadjustments to) warrants, debentures or other instruments convertible into Shares, at anytime and upon such terms and conditions and for such purposes and to such persons as ourDirectors may in their absolute discretion deem fit; and (iii) (notwithstanding the authorityconferred by this resolution may have ceased to be in force) issue Shares in pursuance ofany Instruments made or granted by our Directors while this resolution was in force, providedthat:(i)

the aggregate number of Shares (including Shares to be issued in pursuance of the

Instruments, made or granted pursuant to this resolution) and Instruments to be issuedpursuant to this resolution shall not exceed 100.0% of the total number of issued Shares(excluding treasury shares) in the capital of our Company (as calculated in accordancewith sub-paragraph (2) below), of which the aggregate number of Shares to be issued(including Shares to be issued pursuant to the Instruments) other than on a pro-rata

55

SHARE CAPITALbasis to existing Shareholders shall not exceed 50.0% of the total number of issuedShares (excluding treasury shares) in the capital of our Company (as calculated inaccordance with subparagraph (2) below);(ii)

(subject to such calculation as may be prescribed by the SGX-ST) for the purpose ofdetermining the aggregate number of Shares (including Shares to be issued pursuantto the Instruments) that may be issued under sub-paragraph (1) above, the percentageof Shares that may be issued shall be based on the total number of issued Shares ofour Company (excluding treasury shares) immediately after the Invitation, afteradjusting for (a) new Shares arising from the conversion or exercise of the Instrumentsor any convertible securities; and (b) any subsequent bonus issue, consolidation orsub-division of Shares;

(iii) in exercising such authority, our Company shall comply with the provisions of the ListingManual for the time being in force (unless such compliance has been waived by theSGX-ST) and the Articles of Association for the time being of our Company; and(iv) unless revoked or varied by our Company in a general meeting, such authority shallcontinue in force until (i) the conclusion of the next annual general meeting of ourCompany; or (ii) the date by which the next annual general meeting of our Company isrequired by law to be held, whichever is the earlier; and(f)

the adoption of the SOG ESOS and SOG PSP, details of which are set out in the sectionstitled SOG ESOS, SOG PSP, Appendix F Rules of the SOG ESOS and Appendix G Rules of the SOG PSP of this Offer Document.

As at the Latest Practicable Date, our Company has only one (1) class of shares, being ordinaryshares. The rights and privileges of our Shares are stated in the Articles of our Company, asummary of which is set out in the section titled Appendix D Summary of Selected Articles ofAssociation of our Company. There are no founder, management or deferred shares.Except pursuant to the SOG ESOS and SOG PSP, no person has been, or is entitled to be, givenan option to subscribe for any shares in or debentures of our Company or any of our subsidiaries.As at the Latest Practicable Date, no options have been issued pursuant to the SOG ESOS andno share awards have been granted pursuant to the SOG PSP. As at the Latest Practicable Date,the Shares held by our Controlling Shareholders and the New Shares to be allotted and issuedwere not subject to any pledge, mortgage or any other form of encumbrance. There are no Sharesthat are held by or on behalf of our Company or by our subsidiaries.As at the date of this Offer Document, the issued and paid-up share capital of our Company isS$4,356,858.11 divided into 174,400,000 Shares. Upon the issue and allotment of the NewShares, the resultant issued and paid-up share capital of our Company will be increased toapproximately S$[] comprising 218,000,000 Shares.

56

SHARE CAPITALMore than 10% of our share capital has been paid for with assets other than cash within the periodof three (3) years before the date of this Offer Document. Details of the changes to the issued andpaid-up share capital of our Company since the date of incorporation, and our issued and paid-upshare capital immediately after the Invitation are as follows:Number ofShares

Issued andPaid-up ShareCapital(S$)

Resultant Issuedand Paid-upShare Capital(S$)

Issued and fully paid-up ordinary

shares as at incorporation

100

10

10

Issue of new Shares to Dr. Heng Tung

Lan

100

10

20

173,999,800

4,256,838.11

4,256,858.11

400,000

100,000

4,356,858.11

Issued and paid-up share capital

immediately after the RestructuringExercise and issue of new Shares toDr. Natalie Chua

174,400,000

4,356,858.11

Pre-Invitation Share Capital

174,400,000

4,356,858.11

Issue of New Shares pursuant to the

Invitation

[]

[]

[] (1)

Post-Invitation Share Capital

[]

[]

[] (1)

Issue of new Shares pursuant to the

Restructuring ExerciseIssue of new Shares to Dr. NatalieChua

Note:(1)

This takes into account set-off of the estimated issue expenses of approximately S$[] against our share capital,which excludes the remaining issue expenses of approximately S$[], which will be charged directly to the incomestatement of our Group.

The shareholders equity of our Company as at the date of incorporation and the issue of the NewShares, is set out below. This should be read in conjunction with the section titled AuditedCombined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the FinancialYears ended 31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document.As at the date ofincorporation(S$)

Immediately afterthe Invitation(S$)

Issued and paid-up share capital

10

[]

Accumulated profits and reserves

[]

Shareholders Equity

57

SHARE CAPITALSave as disclosed above and below in this section, there are no changes in the issued and paid-upshare capital of our Company and our subsidiaries within the last three (3) years preceding theLatest Practicable Date.Date of issue

As at the date hereof, ST Surgery is undergoing a members voluntary winding-up. ST Surgery is a companyincorporated for the administration of hospital receipts for work done by Dr. Beh Suan Tiong at private hospitals only.As such, it is not associated with and did not operate any medical clinics. Since the Groups acquisition of STSurgery on 11 February 2014 it has not been a significant revenue generator or profit contributor. ST Surgerysbusiness had been amalgamated into Behs Clinic for Women with effect from June 2014. ST Surgery is expectedto be dissolved in May 2015.

59

SHAREHOLDERSThe Directors and Shareholders of our Company and their respective shareholdings in theCompany immediately before and after the Invitation are set out below:Before the Invitation

SHAREHOLDERS0.05%, 0.05% and 0.14% of our Companys post-Invitation share capital respectively) at the Issue Price. In the eventthat they subscribe for any Placement Shares, they may dispose of or transfer any or all of their Shares after theadmission of our Company to Catalist.(2)

Ms. Heng Tong Bwee is the sister of Dr. Heng Tung Lan. She is also one of the Beneficiaries.

(3)

Dr. Wong Chui Fong Anna is the wife of Dr. Lee Keen Whye.

(4)

Ms. Heng Siok Hong Veronica is the wife of Dr. Beh Suan Tiong. She is also one of the Beneficiaries.

(5)

Mr. Lai Kangwei is the nephew of Dr. Heng Tung Lan. He is also one of the Beneficiaries.

Some of the Associates of our Directors, CEO and Substantial Shareholders intend to subscribe for up to, inaggregate, 1,600,000 Placement Shares (representing approximately 0.73% of our Companys post-Invitation sharecapital) at the Issue Price. In the event that they subscribe for any Placement Shares, they may dispose of ortransfer any or all of their Shares after the admission of our Company to Catalist.

(9)

Pursuant to Notes (1) and (8) above, assuming that our Independent Directors and the Associates of our Directors,CEO and Substantial Shareholders subscribe for all of the Placement Shares mentioned therein (representingapproximately 0.96% of our Companys post-Invitation share capital), the number of New Shares available for theInvitation will be reduced by approximately 4.82% to 41,500,000 Shares. Subject to the Invitation and thePlacement, we will make an announcement pursuant to Rule 428 of the Listing Manual at the close of the ApplicationList.

The Shares held by our Directors and Substantial Shareholders do not carry different voting rightsfrom the New Shares which are the subject of the Invitation.CONTROL OF OUR COMPANYOur Company is currently controlled (as such term is defined in the Listing Manual) by Dr. LeeKeen Whye and Dr. Heng Tung Lan who hold directly and are deemed interested in approximately[]% and []% of the total number of our issued Shares, respectively, immediately prior to theInvitation and []% and []% of the total number of our issued Shares, respectively, immediatelyafter the completion of the Invitation.Save as disclosed above, to the best of the knowledge of our Directors, our Company is notdirectly or indirectly owned or controlled, whether severally or jointly, by any other corporation, anygovernment or other natural or legal person. Our Directors are not aware of any arrangement theoperation of which may, at a subsequent date, result in a change in control of our Company.There has not been any public take-over offer by a third party in respect of our Shares or by ourCompany in respect of the shares of another corporation which has occurred since theincorporation of our Company to the Latest Practicable Date.SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIPSave as disclosed above and in the sections entitled Share Capital, Dilution and RestructuringExercise of this Offer Document, there have been no significant changes in the percentageownership of our Company held by our Directors and Substantial Shareholders from itsincorporation until the Latest Practicable Date.

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant anyoption or right to purchase, grant any security over, encumber or otherwise dispose of, anypart of his or her shareholdings in the share capital of our Company immediately after theInvitation (adjusted for any bonus issue or sub-division of Shares) for a period of six (6)months commencing from the date of admission of our Company to Catalist; and

(ii)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract tosell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any securityover, encumber or otherwise dispose of, more than 50% of his or her original shareholdings(adjusted for any bonus issue or sub-division of Shares) in our Company.

Dr. Beh Suan Tiong

in relation to his 17,473,684 Shares (representing []% of our Companys post-Invitation

share capital) which he had acquired more than twelve (12) months prior to the date ofadmission of our Company to Catalist, not to:(a)

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grantany option or right to purchase, grant any security over, encumber or otherwise disposeof, any part of those 17,473,684 Shares immediately after the Invitation (adjusted forany bonus issue or sub-division of Shares) for a period of six (6) months commencingfrom the date of admission of our Company to Catalist; and

(b)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contractto sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant anysecurity over, encumber or otherwise dispose of, more than 50% of those 17,473,684Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and

in relation to his 6,480,542 Shares (representing []% of our Companys post-Invitation sharecapital) which he had received from Dr. Lee Keen Whye and Dr. Heng Tung Lan on [] May2015, not to directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge,grant any option or right to purchase, grant any security over, encumber or otherwise disposeof those 6,480,542 Shares immediately after the Invitation (adjusted for any bonus issue orsub-division of Shares) for a period of twelve (12) months commencing from the date ofadmission of our Company to Catalist.

62

SHAREHOLDERSDr. Ng Koon KengDr. Ng Koon Keng, who holds 7,219,795 Shares (representing []% of our Companys postInvitation share capital) has undertaken, in relation to his 80,000 Shares (representing []% of ourCompanys post-Invitation share capital) which he had received from Dr. Lee Keen Whye, Dr.Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo Wan Ling on [] May 2015 not to directly orindirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant any option or right topurchase, grant any security over, encumber or otherwise dispose of those 80,000 Sharesimmediately after the Invitation (adjusted for any bonus issue or sub-division of Shares) for aperiod of twelve (12) months commencing from the date of admission of our Company to Catalist.Dr. Natalie ChuaDr. Natalie Chua, who holds 500,000 Shares (representing []% of our Companys post-Invitationshare capital) has undertaken not to directly or indirectly, offer, sell, contract to sell, realise,transfer, assign, pledge, grant any option or right to purchase, grant any security over, encumberor otherwise dispose of those 500,000 Shares immediately after the Invitation (adjusted for anybonus issue or sub-division of Shares) for a period of twelve (12) months commencing from thedate of admission of our Company to Catalist.Dr. Choo Wan LingDr. Choo Wan Ling, who holds 18,392,139 Shares (representing []% of our Companyspost-Invitation share capital) has undertaken:(i)

(ii)

in relation to her 8,421,053 Shares (representing []% of our Companys post-Invitation

share capital) which she had acquired more than twelve (12) months prior to the date ofadmission of our Company to Catalist, not to:(a)

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grantany option or right to purchase, grant any security over, encumber or otherwise disposeof, any part of those 8,421,053 Shares immediately after the Invitation (adjusted for anybonus issue or sub-division of Shares) for a period of six (6) months commencing fromthe date of admission of our Company to Catalist; and

(b)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contractto sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant anysecurity over, encumber or otherwise dispose of, more than 50% of those 8,421,053Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and

in relation to her 9,971,086 Shares (representing [] of our Companys post-Invitation share

capital) which she had received from Dr. Lee Keen Whye and Dr. Heng Tung Lan on [] May2015 not to directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge,grant any option or right to purchase, grant any security over, encumber or otherwise disposeof those 9,971,086 Shares immediately after the Invitation (adjusted for any bonus issue orsub-division of Shares) for a period of twelve (12) months commencing from the date ofadmission of our Company to Catalist.

in relation to her 3,730,543 Shares (representing []% of our Companys post-Invitation

share capital) which she had acquired more than twelve (12) months prior to the date ofadmission of our Company to Catalist, not to:(a)

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grantany option or right to purchase, grant any security over, encumber or otherwise disposeof, any part of those 3,730,543 Shares immediately after the Invitation (adjusted for anybonus issue or sub-division of Shares) for a period of six (6) months commencing fromthe date of admission of our Company to Catalist; and

(b)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contractto sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant anysecurity over, encumber or otherwise dispose of, more than 50% of those 3,730,543Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and

in relation to her 50,400 Shares (representing []% of our Companys post-Invitation sharecapital) which she had received from Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh SuanTiong and Dr. Choo Wan Ling on [] May 2015 not to directly or indirectly, offer, sell, contractto sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant anysecurity over, encumber or otherwise dispose of those 50,400 Shares immediately after theInvitation (adjusted for any bonus issue or sub-division of Shares) for a period of twelve (12)months commencing from the date of admission of our Company to Catalist.

Issue Price (cents)

NTA (cents)NTA per Share based on the audited combined balance sheet of our Groupas at 31 December 2014:(i)

before adjusting for the estimated net proceeds from the issue of theNew Shares and based on the pre-Invitation share capital of174,400,000 Shares; and

[]

(ii)

after adjusting for the estimated net proceeds from the issue of theNew Shares and based on the post-Invitation share capital of218,000,000 Shares.

[]

Premium of the Issue Price over the NTA per Share:

(i)

before adjusting for the estimated net proceeds from the issue of theNew Shares and based on the pre-Invitation share capital of174,400,000 Shares; and

[]%

(ii)

after adjusting for the estimated net proceeds from the issue of theNew Shares and based on the post-Invitation share capital of218,000,000 Shares.

[]%

Dividends (cents)Historical DPS based on the audited combined financial information of ourGroup for FY2014 and the pre-Invitation share capital of 174,400,000Shares.

1.25

Historical DPS based on the audited combined financial information of our

Group for FY2014 and the post-Invitation share capital of 218,000,000Shares, assuming that the recommendation to distribute 90.0% of our netprofit after tax and service agreements have been in place from thebeginning of FY2014.

1.83

Dividend YieldHistorical dividend yield based on the audited combined financialinformation of our Group for FY2014 and the pre-Invitation share capital of174,400,000 Shares.

5.0%

Historical dividend yield based on the audited combined financial

information of our Group for FY2014 and the post-Invitation share capital of218,000,000 Shares, assuming that the recommendation to distribute90.0% of our net profit after tax and service agreements have been in placefrom the beginning of FY2014.

7.3%

65

INVITATION STATISTICSEPS (cents)Historical EPS based on the audited combined financial information of ourGroup for FY2014 and the pre-Invitation share capital of 174,400,000Shares.

2.44

Historical EPS based on the audited combined financial information of our

Group for FY2014 and the post-Invitation share capital of 218,000,000Shares, assuming that the service agreements have been in place from thebeginning of FY2014.

[]

Price Earnings Ratio

Historical PER based on the historical EPS of our Group for FY2014 and thepre-Invitation share capital of 174,400,000 Shares.

[]

Historical PER based on the historical EPS of our Group for FY2014 and thepre-Invitation share capital of 174,400,000 Shares, assuming that theservice agreements have been in place from the beginning of FY2014.

[]

Net Operating Cash Flow(1) per Share (cents)

Historical net operating cash flow per Share based on the audited combinedfinancial information of our Group for FY2014 and the pre-Invitation sharecapital of 174,400,000 Shares.

2.82

Historical net operating cash flow per Share based on the audited combinedfinancial information of our Group for FY2014 and the pre-Invitation sharecapital of 174,400,000 Shares, assuming that the service agreements havebeen in place from the beginning of FY2014.

3.01

Ratio of Price To Net Operating Cash Flow

Ratio of Issue Price to historical net operating cash flow per Share forFY2014 based on the pre-Invitation share capital of 174,400,000 Shares.

[]

Ratio of Issue Price to historical net operating cash flow per Share forFY2014 based on the pre-Invitation share capital of 174,400,000 Shares,assuming that the service agreements have been in place from thebeginning of FY2014.

[]

Market CapitalisationMarket capitalisation based on the Issue Price and our post-Invitation sharecapital of 218,000,000 Shares.

DILUTIONDilution is the amount by which the Issue Price to be paid by the new investors for the New Shares(New Investors) exceeds our NTA per Share immediately after the Invitation.Our NTA per Share as at 31 December 2014 before adjusting for the estimated net proceeds fromthe Invitation and based on the pre-Invitation share capital of 174,400,000 Shares, was 6.32cents.Based on the issue of 43,600,000 New Shares at the Issue Price pursuant to the Invitation, ourNTA per Share after adjusting for the estimated net proceeds from the Invitation and based on thepost-Invitation share capital of 218,000,000 Shares, would be [] cents. This represents animmediate increase in NTA per Share of [] cents to our existing Shareholders and an immediatedilution in NTA per Share of approximately [] cents to our New Investors.The following illustrates such dilution on a per Share basis as at 31 December 2014:CentsIssue Price per Share

[]

NTA per Share as at 31 December 2014 based on the pre-Invitation

share capital of 174,400,000 Shares

6.32

Increase in NTA per Share attributable to existing Shareholders

[]

NTA per Share after the Invitation

[]

Dilution in NTA per Share to New investors

[]

The following table summarises the total number of Shares acquired by our Directors andSubstantial Shareholders and their Associates during the period of three (3) years prior to the dateof lodgement of this Offer Document, the total consideration paid by them for such acquisition andthe effective cash cost per Share to them, and by our new public investors pursuant to theInvitation.

Mr. Chan Heng Toong

Mr. Chooi Yee-Choong

Ms. Heng Siok Hong Veronica

This figure includes Shares given by Dr. Lee Keen Whye to the Beneficiaries.

(2)

This figure includes Shares given by Dr. Heng Tung Lan to the Beneficiaries.

(3)

This figure includes the 6,480,542 Shares given by Dr. Lee Keen Whye and Dr. Heng Tung Lan to him, and for whichhe did not pay any consideration.

(4)

This figure is calculated based on the number of Dr. Beh Suan Tiongs Shares, excluding the 6,480,542 Shares givenby Dr. Lee Keen Whye and Dr. Heng Tung Lan to him, and for which he did not pay any consideration.

(5)

Dr. Wong Chui Fong Anna is the wife of Dr. Lee Keen Whye.

(6)

This figure includes the 3,052,262 Shares which Dr. Lee Keen Whye had renounced in her favour as a gift.

(7)

Ms. Heng Tong Bwee is the sister of Dr. Heng Tung Lan.

(8)

This figure includes the 3,730,543 Shares which Dr. Heng Tung Lan had renounced in her favour as a gift, and the50,400 Shares given by Dr. Lee Keen Whye and Dr. Heng Tung Lan to her, and for which she did not pay anyconsideration.

(9)

Ms. Heng Siok Hong Veronica is the wife of Dr. Beh Suan Tiong.

(10)

This figure includes the 216,000 Shares given by Dr. Beh Suan Tiong to her, and for which she did not pay anyconsideration.

68

RESTRUCTURING EXERCISEThe Company was incorporated in Singapore on 6 January 2011 with an initial issued and paid-upshare capital of S$10.00 comprising 100 Shares allotted and issued to Dr. Lee Keen Whye. On 18October 2011, the Company allotted and issued another 100 Shares to Dr. Heng Tung Lan at theaggregate issue price of S$10.00.Prior to the lodgement of this Offer Document, our Group undertook the Restructuring Exerciseand completed the transactions described below in connection with the Invitation.(a)

Acquisition of K W Lee Clinic and Heng Clinic for Women

Pursuant to a restructuring agreement dated 22 September 2013, the Company acquired theentire issued and paid-up share capital of K W Lee Clinic and Heng Clinic for Women fromDr. Lee Keen Whye and Dr. Heng Tung Lan for the consideration of S$1,334,208.44 andS$1,627,892.82, respectively, which was satisfied in full by the allotment and issue of66,710,422 Shares and 81,394,641 Shares by our Company to Dr. Lee Keen Whye and Dr.Heng Tung Lan, respectively, at the effective issue price of approximately S$0.02 per Share.Notwithstanding that the Lee and Heng Acquisition was completed on 11 February 2014, itwas agreed that save for dividends declared and paid, the Company shall be entitled to allbeneficial title, rights, interests, income, properties, revenue, profits, proceeds, gains,bonuses, distributions and/or benefits of whatsoever nature, accrued, accruing or which shallaccrue upon and in respect of the shares of K W Lee Clinic and Heng Clinic for Women, witheffect from 1 January 2011.On 11 February 2014, Dr. Lee Keen Whye and Dr. Heng Tung Lan renounced 8,222,670Shares and 10,049,930 Shares respectively, and directed the Company to allot and issuesuch Shares, to Dr. Ng Koon Keng, Mr. Peter Tan, Dr. Wong Chui Fong Anna and Ms. HengTong Bwee in the proportions set out in the table below:Renouncee

Ms. Heng Tong

RESTRUCTURING EXERCISEUpon renunciation of 8,222,670 Shares and 10,049,930 Shares by Dr. Lee Keen Whye andDr. Heng Tung Lan, the Company allotted and issued the remaining 58,487,752 Shares and71,344,711 Shares to Dr. Lee Keen Whye and Dr. Heng Tung Lan respectively on 11February 2014.The Lee and Heng Acquisition was not conducted on an arms length basis but on awilling-buyer willing-seller basis, and the Shares allotted and issued by our Company asconsideration for the acquisition of K W Lee Clinic and Heng Clinic for Women was on a nettangible asset value basis.(b)

Acquisition of Behs Clinic for Women and ST Surgery

Pursuant to a sale and purchase agreement dated 27 June 2013 and supplementalagreements dated 23 August 2013 and 1 January 2014 respectively, the Company acquiredthe entire issued and paid-up share capital of Behs Clinic for Women and ST Surgery fromDr. Beh Suan Tiong and Ms. Heng Siok Hong Veronica for the consideration of S$873,684.20which was satisfied in full by the allotment and issue of 17,473,684 Shares by our Companyto Dr. Beh Suan Tiong at the issue price of S$0.05 per Share (the Beh Acquisition).The Beh Acquisition was conducted at arms length and on a willing-buyer willing-sellerbasis, and the Shares allotted and issued by our Company as consideration for theacquisition of Behs Clinic for Women and ST Surgery was on a premium to net tangible assetvalue basis.Notwithstanding that the Beh Acquisition was completed on 11 February 2014, it was agreedthat save for dividends declared and paid, the Company shall be entitled to all beneficial title,rights, interests, income, properties, revenue, profits, proceeds, gains, bonuses,distributions and/or benefits of whatsoever nature, accrued, accruing or which shall accrueupon and in respect of the shares of Behs Clinic for Women and ST Surgery, with effect from1 January 2014.As at the Latest Practicable Date, ST Surgery is undergoing a members voluntarywinding-up. ST Surgery is a company incorporated for the administration of hospital receiptsfor work done by Dr. Beh Suan Tiong at private hospitals only. As such, it is not associatedwith and did not operate any medical clinics. Since the Groups acquisition of ST Surgery on11 February 2014, it has not been a significant revenue generator or profit contributor. STSurgerys business had been amalgamated into Behs Clinic for Women with effect from June2014. ST Surgery is expected to be dissolved in May 2015.

(c)

Acquisition of Choo Wan Ling Womens Clinic

Pursuant to a sale and purchase agreement dated 27 June 2013 and supplementalagreements dated 23 August 2013 and 1 January 2014 respectively, the Company acquiredthe entire issued and paid-up share capital of Choo Wan Ling Womens Clinic from Dr. ChooWan Ling for the consideration of S$421,052.65 which was satisfied in full by the allotmentand issue of 8,421,053 Shares by our Company to Dr. Choo Wan Ling at the issue price ofS$0.05 per Share (the Choo Acquisition).The Choo Acquisition was conducted at arms length and on a willing-buyer willing-sellerbasis, and the Shares allotted and issued by our Company as consideration for theacquisition of Choo Wan Ling Womens Clinic was on a premium to net tangible asset valuebasis.70

RESTRUCTURING EXERCISENotwithstanding that the Choo Acquisition was completed on 11 February 2014, it wasagreed that save for dividends declared and paid, the Company shall be entitled to allbeneficial title, rights, interests, income, properties, revenue, profits, proceeds, gains,bonuses, distributions and/or benefits of whatsoever nature, accrued, accruing or which shallaccrue upon and in respect of the shares of Choo Wan Ling Womens Clinic, with effect from1 January 2014.Following the aforementioned Restructuring Exercise, our Company owns the entire issued andpaid-up share capital of K W Lee Clinic, Heng Clinic for Women, Behs Clinic for Women, STSurgery and Choo Wan Ling Womens Clinic.

71

GROUP STRUCTUREOur Group structure as at the date of this Offer Document is as follows:

TheCompany

BehsClinic forWomenPte. Ltd.

100%

100%

100%

Choo WanLingWomensClinicPte. Ltd.

HengClinic forWomenPte. Ltd.

100%K W LeeClinic &SurgeryforWomenPte. Ltd.

100%SOGRadhikaBreast &GeneralSurgicarePte. Ltd.

100%SOGCindyPangClinic forWomenPte. Ltd.

100%STSurgeryPte. Ltd

The details of each subsidiary of our Company as at the date of this Offer Document are asfollows:EffectiveEquityHeld byour Group

Issuedand paidup Capital

O&G relatedservices

100%

S$30,000

GleneaglesMedical Centre

O&G relatedservices

100%

S$10,000

9 March 2005/Singapore

Parkway EastMedical Centre

O&G relatedservices

100%

S$100

K W Lee Clinic &

Surgery forWomen Pte. Ltd.

25 October 2011/Singapore

GleneaglesMedical Centre

O&G relatedservices

100%

S$2

SOG-RadhikaBreast & GeneralSurgicarePte. Ltd.

22 September2014/Singapore

GleneaglesMedical Centre

Specialisedmedicalservices

100%

S$1,000

SOG-Cindy PangClinic for WomenPte. Ltd.

20 October2014/Singapore

Mount ElizabethNovena SpecialistCentre

Specialisedmedicalservices

100%

S$1,000

20 July 2006/Singapore

69 Thomson Ridge,Thomson RidgeEstate, Singapore574651

Administrativeservices

100%

S$2

Date/Country ofIncorporation

Principal Place ofBusiness

PrincipalActivities

Behs Clinic for

Women Pte. Ltd.

1 October 2003/Singapore

Thomson MedicalCentre

Choo Wan Ling

Womens ClinicPte. Ltd.

27 December2010/Singapore

Heng Clinic for

Women Pte. Ltd.

Subsidiaries

ST SurgeryPte. Ltd.(1)

Note:(1)

As at the date hereof, ST Surgery is undergoing a members voluntary winding-up. ST Surgery is a companyincorporated for the administration of hospital receipts for work done by Dr. Beh Suan Tiong at private hospitals only.As such, it is not associated with and did not operate any medical clinics. Since the Groups acquisition of STSurgery on 11 February 2014 it has not been a significant revenue generator or profit contributor. ST Surgerysbusiness had been amalgamated into Behs Clinic for Women with effect from June 2014. ST Surgery is expectedto be dissolved in May 2015.

72

SUMMARY OF OUR FINANCIAL INFORMATION

The following selected financial information should be read in conjunction with the full text of thisOffer Document, including the Audited Combined Financial Statements of Singapore O&G Ltd.and its Subsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 and theUnaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and itsSubsidiaries for the Financial Year ended 31 December 2014 as set out in Appendices A and B,respectively, of this Offer Document.Audited Combined Statement of Comprehensive Income of our Group for the FinancialYears ended 31 December 2012, 2013 and 2014(S$)

FY2012

FY2013

FY2014

8,116,481

8,641,700

13,546,906

144,365

66,545

145,563

Consumables and medical supplies used

(1,252,221)

(1,211,801)

(1,510,199)

Employee benefits expense

(2,663,830)

(2,763,173)

(4,835,122)

Depreciation of plant and equipment

(80,133)

(126,329)

(187,934)

Other operating expenses

(838,843)

(887,479)

(2,119,003)

Profit from operations

3,425,819

3,719,463

5,040,211

Finance income

1,443

2,381

154

Finance expenses

(907)

(1,512)

(999)

Net finance costs

536

869

(845)

Profit before income tax

3,426,355

3,720,332

5,039,366

Income tax expense

(425,730)

(600,177)

(791,316)

Profit for the year/Total comprehensive income for

the period/year

3,000,625

3,120,155

4,248,050

RevenueOther operating income

73

SUMMARY OF OUR FINANCIAL INFORMATION

Audited Combined Statement of the Financial Position of our Group as at 31 December2012, 2013 and 2014 and Unaudited Pro Forma Combined Statement of the FinancialPosition of our Group as at 31 December 2014AuditedAs at31 December2012

AuditedAs at31 December2013

AuditedAs at31 December2014

UnauditedPro FormaAs at31 December2014 (1)

Total Current Assets

5,545,128

8,019,896

13,412,458

11,930,058

Cash & cash equivalents

4,579,884

6,409,181

11,276,114

9,793,714

Inventories

162,205

219,013

204,860

204,860

Trade and other receivables

803,039

1,391,702

1,931,484

1,931,484

Total Non-Current Assets

307,214

406,550

1,443,678

1,443,678

842,295

842,295

307,214

406,550

601,383

601,383

5,852,342

8,426,446

14,856,136

13,373,736

Total Current Liabilities

909,674

1,657,752

2,987,381

2,987,381

Trade and other payables

448,118

777,781

1,749,551

1,749,551

Deferred revenue

9,969

308,340

279,076

279,076

Finance leases

36,000

Current tax liabilities

415,587

571,631

958,754

958,754

Non-Current Liabilities

74,855

7,249

12,696

12,696

Deferred tax liabilities

20,855

7,249

12,696

12,696

Finance leases

54,000

Total Liabilities

984,529

1,665,001

3,000,077

3,000,077

4,867,813

6,761,445

11,856,059

10,373,659

20

20

4,212,615

4,212,615

Merger reserve

1,266,790

1,266,790

(1,695,311)

(1,695,311)

Capital reserve

1,771,070

1,771,070

3,601,003

5,494,635

7,567,685

6,085,285

(S$)

GoodwillPlant and equipmentTotal Assets

EquityShare capital

Retained earningsNote:(1)

Please refer to the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and itsSubsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this Offer Document. TheUnaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its Subsidiaries for the FinancialYear ended 31 December 2014 has been prepared for illustrative purposes only, and is based on certainassumptions, and after making certain adjustments to show what the financial position and cash flow of the proforma Group for the financial year ended 31 December 2014 would have been if the final dividend of 35% of netincome amount of S$1,482,400 had been paid during the financial year ended 31 December 2014.

74

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONThe following discussion of our results of operations and financial position should be read inconjunction with the Audited Combined Financial Statements of Singapore O&G Ltd. and itsSubsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 as set out inAppendix A of this Offer Document. This discussion contains forward-looking statements thatinvolve risks and uncertainties. Our actual results may differ significantly from those projected inthe forward-looking statements. Factors that might cause future results to differ significantly fromthose projected in the forward-looking statements include, but are not limited to, those discussedbelow and elsewhere in this Offer Document, particularly in the section titled Risk Factors. Underno circumstances should the inclusion of such forward-looking statements be regarded as arepresentation, warranty or prediction with respect to the accuracy of the underlying assumptionsby our Company, the Sponsor, Issue Manager, Underwriter and Placement Agent or any otherperson. Investors are cautioned not to place undue reliance on these forward-looking statements.Please refer to the section titled Cautionary Note Regarding Forward-Looking Statements of thisOffer Document.OVERVIEWWe are a specialist medical group based in Singapore and regulated by the MOH and SMC. Weare amongst Singapores leading specialist groups in the area of O&G. Our main clients arewomen and our main business is the provision of O&G services. We offer not only prenatal,delivery and postnatal care but also specialist care in female hormonal and urological problemsand other diseases related to the female genital system. Since December 2014, we have alsostarted offering breast and gynaecological cancer treatments, and general surgical services.RevenueOur revenue is derived from the provision of O&G services, which includes general and ancillarysurgical services, breast and gynaecological cancer treatments, and medication andsupplements. Medication and supplements are not significant revenue generators or profitcontributors.Revenue is recognised upon the completion of services rendered with the exception of antenatalpackages. Antenatal packages are collected upfront and the revenue is recognised on a monthlybasis over the patients remaining pregnancy periods and up to the delivery of the child.The main factors that affect revenue include:

the number of live births in Singapore;

the general affluence of Singaporeans and their decision to use private doctors over publicdoctors; and

the number of foreign employees working in Singapore.

75

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONOther Operating IncomeOther operating income for FY2012, FY2013 and FY2014 amounted to S$144,000, S$67,000 andS$146,000 respectively and accounted for 1.8%, 0.8% and 1.1% of revenue for the correspondingperiod. Other operating income comprises:

rental income; and

government grants and other sundry income.

Rental income relates to the sub-leasing of clinical premises to third parties and other entities thatdo not form part of the Groups structure for FY2012 and FY2013.In FY2012, FY2013 and FY2014, rental income accounted for about 89.4%, 58.6% and 20.0% ofother operating income respectively. Government grants accounted for about 3.5%, 37.8% and66.6% of other operating income respectively. Other sundry income accounted for the rest.Consumables and Medical Supplies UsedFor FY2012, FY2013 and FY2014, the Groups consumables and medical supplies usedamounted to S$1.3 million, S$1.2 million and S$1.5 million respectively. Consumables andmedical supplies used comprise the following items:

consumables incidentals and others;

medication and supplements;

laboratory tests and charges; and

hospital facility charges.

A breakdown of the percentage contributions of each of the above items to Groups consumablesand medical supplies used for FY2012, FY2013 and FY2014 is set out as follows:FY2012

FY2013

FY2014

S$000

S$000

S$000

0.3

0.5

66

4.3

Medication and Supplements

692

55.2

955

78.8

812

53.8

Laboratory Test and Charges

417

33.3

183

15.1

418

27.7

Hospital Facility Charges

140

11.2

68

5.6

214

14.2

Consumables, Incidentals and Others

The changes in percentages in medical and supplements in FY2014 is primarily due to thesuccess of the Groups central procurement process and cost effectiveness program. Theremaining changes in FY2012, FY2013 and FY2014 are in tandem to the increase in revenue.

SOG executive officers;

SOG management staff;

specialist medical practitioners;

junior specialist medical practitioners; and

In FY2012, FY2013, and FY2014, staff costs and benefits amounted to S$2.7 million, S$2.8 millionand S$4.8 million respectively. The rise in the FY2014 dollar costs were primarily due to theaddition of two specialist medical practitioners to the Group. The Groups specialist medicalpractitioners costs accounted for about 58.8%, 58.7% and 58.8% of total staff costs and benefitsfor FY2012, FY2013 and FY2014, respectively.In FY2012, FY2013 and FY2014, staff costs and benefits as a percentage of total expenses(excluding consumables & medical supplies used and finance expenses) was 74.4%, 73.2% and67.7% respectively.Depreciation of Plant and EquipmentDepreciation of plant and equipment for FY2012, FY2013 and FY2014 amounted to S$80,000,S$126,000 and S$188,000, respectively. The increase is mainly due to the completion ofrenovation works at our medical clinic at 34 at Cassia Crescent and the acquisition of a newultrasound machine in early 2013.Other Operating ExpensesOther operating expenses in FY2012, FY2013 and FY2014 amounted to S$0.8 million, S$0.9million and S$2.1 million. The sharp rise in other operating expenses was due primarily to listingexpenses of S$0.8 million included in FY2014; and a rise in manpower, more marketing activitiesand campaigns and the opening of a new clinic of S$0.4 million in FY2014. Other operatingexpenses comprise:

general expenses (such repair and maintenance, cleaning and housekeeping, local travellingexpenses, utilities);

marketing and business development expenses (such as advertising, sponsorships, social

and networking);

operating lease expenses (such as rental of clinic and office, storage rental); and

telecommunication expenses.77

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONA breakdown of the percentage contributions by major items in other operating expenses forFY2012, FY2013 and FY2014 is set out as follows:FY2012

FY2013

FY2014

S$000

S$000

S$000

Administrative expenses

254

30.3

411

46.3

1,232

58.1

Operating lease expenses

221

26.3

400

45.1

560

26.4

General expenses

32

3.8

0.6

0.3

Others

332

39.6

71

8.0

322

15.2

Finance Income and Finance Expenses

Finance income relates to the interest income earned from the placement of cash surplus withfinancial institutions. Finance income in FY2012, FY2013 and FY2014 amounted to S$1,000,S$2,000 and S$154, respectively.Finance expenses relates to the interest expenses paid for a finance lease arrangement and bankcharges incurred. Finance expenses in FY2012, FY2013 and FY2014 amounted to S$1,000,S$2,000 and S$1,000, respectively.Income Tax ExpensesThe Singapore income tax rate during FY2012, FY2013 and FY2014 remained at 17.0%. OurGroups overall effective tax rates were 12.4%, 16.1% and 15.7% for FY2012, FY2013 andFY2014, respectively. During these periods, the Groups effective tax rates were lower than theprevailing statutory tax rate due to tax exemption scheme for new start-up companies and taxrebates.REVIEW OF PAST PERFORMANCE FY2012 vs FY2013RevenueRevenue increased by S$0.5 million or 6.5%, from S$8.1 million in FY2012 to S$8.6 million inFY2013. The increase was mainly attributed by the increase in revenue from the junior specialistmedical practitioners due to the spill over of patients from the specialist medical practitioners. Thisis part of the Groups strategy of recruiting junior specialist medical practitioners to manage suchspill over of patients. Our business model is designed to assist young O&G doctors in the publicsector who are looking to move into the private sector by providing them a ready list of patientsand assistance with respect to base salary and lower set up costs.Other Operating IncomeOther operating income decreased by S$78,000 or 53.9% from S$144,000 in FY2012 to S$66,000in FY2013. This decrease is due to lower rental income received.

78

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONConsumables and Medical Supplies UsedConsumables and medical supplies used remained consistent at about S$1.2 million for FY2012and FY2013 and this is due to the result of cost containment arising from the Groups centralprocurement process and cost effectiveness program.Employee Benefits ExpenseEmployee benefits expense increased by S$0.1 million or 3.7% from S$2.7 million in FY2012 toS$2.8 million in FY2013. The increase is mainly due to an increase in clinical staff from aheadcount of 13 in FY2012 to a headcount of 20 in FY2013.Depreciation of Plant and EquipmentDepreciation increased by S$46,000 or 57.6% from S$80,000 in FY2012 to S$126,000 in FY2013.The increase is mainly due to the completion of renovation works at our medical clinic at 34 CassiaCrescent and the acquisition of a new ultrasound machine in early 2013.Other Operating ExpensesOther operating expenses increased by S$49,000 or 5.8% from S$0.8 million in FY2012 to S$0.9million in FY2013. The increase is due to more marketing activities and campaigns to createmarket awareness.Profit Before TaxationAs a result of the above, profit before tax increased by S$0.3 million or 8.6% from S$3.4 millionin FY2012 to S$3.7 million in FY2013.Income Tax ExpensesThe effective tax rate increased by 3.7%, from 12.4% in FY2012 to 16.1% in FY2013 due to thetax incentives and rebates received in FY2012. Accordingly, income tax expense increased byS$0.2 million or 41.0% from S$0.4 million in FY2012 to S$0.6 million in FY2013.REVIEW OF PAST PERFORMANCE FY2013 vs FY2014RevenueOur revenue increased by S$4.9 million or 56.8% from S$8.6 million in FY2013 to S$13.5 millionin FY2014. The increase is mainly attributed to:

the acquisition of Behs Clinic for Women, ST Surgery and Choo Wan Ling Womens Clinic.Consolidation of these entities/clinics into the Group, accounted for S$4.8 million in revenuegrowth for FY2014; and

recruitment of two new specialist medical practitioners Dr. Radhika Lakshmanan and Dr.Cindy Pang towards late FY2014. Their combined revenue to the Group amounted to S$0.1million in FY2014.

79

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONOther Operating IncomeOur other operating income increased by S$79,000 or 118.7% from S$67,000 in FY2013 toS$146,000 in FY2014. The increase is mainly due to more government grants received in FY2014.Consumables and Medical Supplies UsedOur consumables and medical supplies used increased by S$0.3 million or 24.6% from S$1.2million in FY2013 to S$1.5 million in FY2014. The increase is mainly attributed by the additionalconsumables and medical supplies used in Behs Clinic for Women and Choo Wan Ling WomensClinic of S$0.5 million in FY2014, offset by the reduction in consumables and medical supplies ofS$0.2 million due primarily to the success of the Groups central procurement process and costeffectiveness program.Employee Benefits ExpenseOur employee benefits expense increased by S$2.0 million or 75.0% from S$2.8 million in FY2013to S$4.8 million in FY2014. The increase is mainly attributed to:

increase in staff costs and benefits for SOGs managerial and administrative staff of S$0.3million due to an increase in headcount and salary adjustments in FY2014; and

performance incentive bonus payout of S$0.1 million to a specialist medical practitioner in

FY2014.

Depreciation of Plant and Equipment

Our depreciation of plant and equipment increased by S$62,000 or 48.8% from S$126,000 inFY2013 to S$188,000 in FY2014. The increase is mainly due to the increase in depreciation ofrenovation and further computerisation.Other Operating ExpensesOur other operating expenses increased by S$1.2 million or 138.8% from S$0.9 million in FY2013to S$2.1 million in FY2014. The increase is mainly attributed to:

other operating expenses of S$0.7 million from Behs Clinic for Women, Choo Wan LingWomens Clinic, SOG-Radhika Breast & General Surgicare and SOG-Cindy Pang Clinic; and

S$0.7 million of listing related expenses recognised in FY2014.

The increase is offset by a reduction of S$0.2 million in other operating expenses from the existingspecialist medical practitioners. This reflects the Groups continuous effort to streamlineprocesses to achieve synergies and cost effectiveness.

80

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONProfit Before TaxationAs a result of the above, profit before tax increased by S$1.3 million or 35.5% from S$3.7 millionin FY2013 to S$5.0 million in FY2014.Income Tax ExpensesThe effective tax rate decreased slightly by 0.4%, from 16.1% in FY2013 to 15.7% in FY2014 dueto tax savings arising from tax planning and utilisation of Groups tax relief. Accordingly, incometax expense increased by S$0.2 million or 31.8% from S$0.6 million in FY2013 to S$0.8 million inFY2014.REVIEW OF FINANCIAL POSITIONAs at 31 December 2014Non-current assetsAs at 31 December 2014, non-current assets amounted to S$1.4 million or 9.7% of the Groupstotal assets. Non-current assets consist of the following:

Goodwill of S$0.8 million or 58.3% of the Groups total non-current assets, arising from theacquisition of Behs Clinic for Women and Choo Wan Ling Womens clinic; and

Plant and equipment of S$0.6 million, or 41.7% of the Groups total non-current assets,comprising office renovation of S$15,000, furniture and fittings of S$29,000, medicalequipment of S$338,000, renovation of S$202,000, and computers and office equipment ofS$16,000.

Current AssetsAs at 31 December 2014, current assets of S$13.4 million accounted for 90.3% of the Groupstotal assets. Current assets consist of the following:

Inventories of S$0.2 million or 1.5% of the Groups total current assets, comprisingmedication;

Trade and other receivables of S$1.9 million or 14.4% of the Groups total current asset,comprising mainly of doctors professional fees to be paid by the hospitals and insurancecompanies, prepayments and deposits; and

Cash and cash equivalents of S$11.3 million or 84.1% of the Groups total current asset.

Current LiabilitiesAs at 31 December 2014, our current liabilities amounted to S$3.0 million, representing 99.6% ofthe Groups total liabilities, and consist of the following:

Trade and other payables of S$1.7 million or 58.6% of the Groups total current liabilities;

81

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITION

Deferred revenue of S$0.3 million or 9.3% of the Groups total current liabilities, relating toantenatal package fees collected upfront from patients for consultations that have yet to beperformed; and

Current tax liabilities of S$1.0 million or 32.1% of the Groups total current liabilities,comprising income tax payables.

Non-Current LiabilitiesAs at December 2014, non-current liabilities comprise only deferred tax liabilities and amountedto S$13,000 or 0.4% of the Groups total liabilities. Deferred tax liabilities arose from the timingdifferences in tax payable.Shareholders EquityAs at 31 December 2014, shareholders equity of S$11.9 million comprises issued and fully paidshare capital of S$4.2 million, capital reserve of S$1.8 million and retained earnings of S$7.6million; this was offset by the merger reserve of S$1.7 million.LIQUIDITY, INDEBTEDNESS AND CAPITAL RESOURCESFor the Period Under Review, our Group financed our growth and operations through combinationof funds generated from our operating activities and advances from Directors. The principal usageof cash had been for working capital and acquisition of plant and equipment.Based on the Audited Combined Financial Statements of Singapore O&G Ltd. and itsSubsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 as set out inAppendix A of this Offer Document, our shareholders equity amounted to S$11.8 million and nilindebtedness. The Group had fully settled all finance lease arrangement in FY2013 and therewere no other debt financing arrangement in prior years. Therefore, our gearing ratio (defined asthe sum of indebtedness divided by shareholders equity) was zero.As at the 31 December 2014, we had an aggregate net cash surplus position of S$11.3 million.As at the Latest Practicable Date, we had a net cash surplus of S$11.6 million. Please refer to thesection titled Capitalisation and Indebtedness of this Offer Document for more details of ourbanking facilities.Our Directors are of the reasonable opinion that, after taking into account the cash flowsgenerated from our operations, our banking facilities and our existing cash and cash equivalents,the working capital available to us as at the date of lodgement of this Offer Document is sufficientto meet the present obligations and for at least twelve (12) months after the initial public offeringof the Company on the official list of Catalist.The Sponsor, Issue Manager, Underwriter and Placement Agent is of the reasonable opinion that,after having made due and careful enquiry and after taking into the account the cash flowsgenerated from the Groups operations, the Groups banking facilities and the Groups existingcash and cash equivalents, the working capital available to the Group as at the date of lodgementof this Offer Document is sufficient to meet the present obligations and for at least twelve (12)months after the initial public offering of the Company on the official list of Catalist.

82

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONThe following table sets out a summary of our Groups net cash flow for FY2012, FY2013 andFY2014:<

>

FY2012(S$)

AuditedFY2013(S$)

FY2014(S$)

Net cash generated from operating activities

2,146,424

3,381,715

4,922,473

Net cash generated from/(used in) investing

activities

(288,323)

(234,383)

2,132,348

Net cash generated from/(used in) financing

activities

89,093

(1,318,035)

(2,187,888)

Net increase in cash and cash equivalents

1,947,194

1,829,297

4,866,933

Cash and cash equivalents at beginning of the

year

2,632,690

4,579,884

6,409,181

Cash and cash equivalents at end of the year

4,579,884

6,409,181

11,276,114

FY2012Net Cash Generated From Operating ActivitiesIn FY2012, there was a net cash inflow of S$2.1 million from operating activities. This comprisedoperating cash inflows before changes in working capital of S$3.5 million, net working capitaloutflow of S$1.2 million and income tax paid of S$0.2 million. The decrease in working capital ofS$1.2 million is mainly due to the decrease in trade and other payables of S$1.5 million and thedecrease in trade and other receivables of S$0.3 million.Net Cash Used In Investing ActivitiesNet cash used in investing activities amounted to S$288,000 which was attributed to the purchaseof an ultrasound machine and the renovation works to our medical clinics at Gleneagles MedicalCentre.Net Cash Used In Financing ActivitiesNet cash used in financing activities amounted to S$89,000 which was attributed to the interestpayments on the finance lease.FY2013Net Cash Generated From Operating ActivitiesIn FY2013, there was a net cash inflow of S$3.4 million from operating activities. This comprisedoperating cash inflows before changes in working capital of S$3.9 million, net working capitaloutflow of about S$17,000 and income tax paid of S$0.5 million. The decrease in working capitalof about S$17,000 is mainly due to the increase in trade and other receivables and trade and otherpayables of S$0.6 million and S$0.6 million, respectively.

83

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONNet Cash Used In Investing ActivitiesNet cash used in investing activities amounted to S$0.2 million which was attributed to therenovation works at our medical clinic at 34 Cassia Crescent and the acquisition of a newultrasound machine.Net Cash Used In Financing ActivitiesNet cash used in financing activities amounted to S$1.3 million which was mainly attributed to thepayment of dividends.FY2014Net Cash Generated From Operating ActivitiesIn FY2014, there was a net cash inflow of S$4.9 million from operating activities. This comprisedoperating cash inflows before changes in working capital of S$5.3 million, net working capitalinflow of S$0.1 million and income tax paid of S$0.5 million. The increase in working capital ofS$0.1 million is mainly due to the increase in trade and other payables of S$0.5 million, offset byan increase in trade and other receivables of S$0.4 million.Net Cash Generated From Investing ActivitiesNet cash generated from investing activities amounted to S$2.1 million which was attributed to thenet cash acquired from the acquisition of Behs Clinic for Women and Choo Wan Ling WomensClinic of S$2.5 million; this was offset by the purchase of two ultrasound machines, renovationworks of the clinic at Mount Elizabeth Novena Medical Centre, and purchase of computers andoffice equipment which amounted to S$0.4 million in total.Net Cash Used In Financing ActivitiesNet cash used in financing activities amounted to S$2.2 million which was attributed to thedividends paid to Shareholders.CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTSCapital Expenditures and DivestmentCapital expenditures and divestments for the Relevant Period were as follows:FY2012(S$)

FY2013(S$)

FY2014(S$)

1 January 2015to the LatestPracticable Date(S$)

Computers

6,127

11,757

27,880

2,375

Furniture and Fittings

22,076

22,292

2,193

1,400

Medical Equipment

132,995

87,548

266,548

171,832

Office Equipment

12,758

10,946

5,040

1,098

Renovation

115,810

170,522

72,830

Total Expenditures

289,766

303,065

374,491

176,705

Expenditures

84

MANAGEMENTS DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL POSITIONFY2012(S$)

FY2013(S$)

FY2014(S$)

1 January 2015to the LatestPracticable Date(S$)

Computers

Furniture and Fittings

82,299

Medical Equipment

108,000

35,811

Office Equipment

25,150

Renovation

5,755

Total Divestments

108,000

149,015

Divestments

CommitmentsAs at the Latest Practicable Date, the Group was committed to making the following rentalpayments in respect of non-cancellable operating leases of office and clinic premises with anoriginal term of more than one year:S$Not later than one year

735,216

Later than one year and not later than five years

497,334

Total

1,232,550

INFLATIONOur financial performance for the Period Under Review was not materially affected by inflation.FOREIGN EXCHANGE MANAGEMENTWe operate solely in Singapore and have minimal exposure to foreign exchange risk.SIGNIFICANT ACCOUNTING POLICY CHANGESThere are no significant changes in our accounting policies during the Period Under Review.Please refer to the Summary of Significant Accounting Policies section of the Audited CombinedFinancial Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial Years ended31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document for the detailsof our Groups accounting policies.

85

CAPITALISATION AND INDEBTEDNESS

The following information should be read in conjunction with the Audited Combined FinancialStatements of Singapore O&G Ltd. and its Subsidiaries for the Financial Years ended31 December 2012, 2013 and 2014 and the Unaudited Pro Forma Combined FinancialInformation of Singapore O&G Ltd. and its Subsidiaries for the Financial Year ended 31 December2014 as set out in Appendices A and B, respectively, and the section titled ManagementsDiscussion and Analysis of the Results of Operations and Financial Condition of this OfferDocument.The following table shows the cash and cash equivalents as well as capitalisation andindebtedness of our Group as at 31 March 2015, being a date no earlier than 60 days before thedate of lodgement of this Offer Document, based on:(i)

our unaudited management accounts as at 31 March 2015; and

(ii)

as adjusted the application of net proceeds from the Invitation.

As at 31 March 2015As adjusted forthe net proceedsUnauditedfrom the Invitation(S$000)(S$000)

Cash and bank balances

11,612

20,812

secured and guaranteed

secured and non-guaranteed

unsecured and guaranteed

unsecured and non-guaranteed

secured and guaranteed

secured and non-guaranteed

unsecured and guaranteed

unsecured and non-guaranteed

Total indebtedness

Total shareholders equity

12,939

23,159

Total capitalisation and

indebtedness

12,939

23,159

IndebtednessCurrent

Non-current

As at the Latest Practicable Date, we do not have any credit facilities or bank loans.There were no material changes in our total capitalisation and indebtedness since 31 March 2015to the Latest Practicable Date, save for the changes in our retained earnings arising from theday-to-day operations in the ordinary course of business.

86

GENERAL INFORMATION ON OUR GROUP

HISTORY AND MILESTONESOur history can be traced back to more than fifteen (15) years ago when Dr. Lee Keen Whye andDr. Heng Tung Lan started their respective practices.In 2010, Dr. Lee Keen Whye and Dr. Heng Tung Lan, together with Dr. Ng Koon Keng (collectively,the Founders), a general practitioner with extensive experience in business development,identified womens healthcare as a field within the specialist healthcare industry with goodpotential for growth, and began formulating plans to build a medical platform focused on womenshealthcare. They envisioned bringing onboard like-minded professionals to establish a privatehealthcare organisation that provides a wide range of premier specialist services catering to themedical needs of women at reasonable prices. The organisation will be positioned to attract localpatients and medical tourists and will seek opportunities for expansion to overseas markets.On 6 January 2011, our Company was incorporated under the name of Singapore MedicineSpecialists Pte. Ltd.. On 26 August 2011, our Company was renamed Singapore O&G Pte. Ltd.to better reflect the nature of our Groups core services. In May 2012 and December 2012, ourCompany set up two clinics, SOG Breast Surgicare (now known as SOG Radhika Breast &General Surgicare) and SOG Clinic for Women, to provide breast cancer surgical treatment andO&G services, respectively.Our Group has been expanding its operations and capabilities through the acquisition of otherclinics and the addition of established specialist medical practitioners:(a)

On 11 February 2014, as part of the restructuring of our Group, our Company acquired K WLee Clinic from Dr. Lee Keen Whye, and Heng Clinic for Women from Dr. Heng Tung Lan, andthe Company engaged them as O&G specialist medical practitioners of our Group.

(b)

On 11 February 2014, our Group acquired Behs Clinic for Women and ST Surgery from Dr.Beh Suan Tiong and his wife, Ms. Heng Siok Hong Veronica and engaged Dr. Beh SuanTiong. Dr. Beh Suan Tiong is an experienced O&G specialist medical practitioner who is wellsought after for his minimally invasive surgery skills. Upon the acquisition of Behs Clinic forWomen and ST Surgery, Dr. Beh Suan Tiong joined the team of O&G specialist medicalpractitioners of our Group.

(c)

On 11 February 2014, our Group acquired Choo Wan Ling Womens Clinic from Dr. ChooWan Ling and engaged Dr. Choo Wan Ling. Dr. Choo Wan Ling is a leading O&G specialistmedical practitioner who has made contributions to a number of O&G publications. Shemoved to Gleneagles Medical Centre in 2011 and has since firmly established herself as areputable O&G specialist medical practitioner. Dr. Choo Wan Ling is now part of the team ofO&G specialist medical practitioners of our Group.

(d)

In line with our future plans to expand our business operations, our Company set up a newbranch of Heng Clinic for Women at Cassia Crescent in May 2013.

(e)

Dr. Natalie Chua was employed by our Group as an O&G specialist medical practitioner on1 August 2013. Dr. Natalie Chua currently operates out of our medical clinics located inParkway East Medical Centre and Cassia Crescent.

87

GENERAL INFORMATION ON OUR GROUP

(f)

On 7 August 2013, our Group entered into a surgical service agreement with FeM Surgery,pursuant to which the Group has engaged FeM Surgery to provide surgical services to ourpatients. FeM Surgery is a surgical group practice.

(g)

On 22 September 2014, our Group incorporated SOG-Radhika Breast & General Surgicareand engaged Dr. Radhika Lakshmanan. Dr. Radhika Lakshmanan is a general surgeon witha special interest in breast cancer. She practices out of our medical clinics located inGleneagles Medical Centre and Parkway East Medical Centre, and is a visiting consultant atKhoo Teck Phuat Hospital and Raffles Medical Hospital.

(h)

On 20 October 2014, our Group incorporated SOG-Cindy Pang Clinic and engaged Dr. CindyPang. Dr. Cindy Pang is an O&G specialist medical practitioner with a special interest ingynae-oncology (the surgical treatment of cancers pertaining to the female reproductiveorgans). She practices out of our medical clinic located in Mount Elizabeth Novena SpecialistCentre.

On [] May 2015, our Company was converted into a public company and changed its name toSingapore O&G Ltd.OUR BUSINESSWe are in the business of providing healthcare services to women, with a particular focus on thefemale reproductive system, pregnancy care and delivery, and gynaecological and breast cancer.As at the Latest Practicable Date, we have seven (7) physicians in our Group, comprising six (6)O&G specialist medical practitioners and one (1) breast and general surgeon, and we operateeight (8) clinics in five (5) different locations in Singapore. We have two (2) clinics in Parkway EastMedical Centre, three (3) clinics in Gleneagles Medical Centre, one (1) clinic in Thomson MedicalCentre, one (1) clinic in Mount Elizabeth Novena Specialist Centre, and one (1) clinic in CassiaCrescent. Please refer to the sections titled General Information on our Group Our MedicalClinics and General Information on our Group Our Specialist Medical Practitioners of thisOffer Document for more information.Our business is best described as the provision of O&G services, which includes general andancillary surgical services. Since December 2014, we have also started offering breast andgynaecological cancer treatments, and general surgical services. The following are the servicesthat we provide:

88

GENERAL INFORMATION ON OUR GROUP

ObstetricsObstetrics refers to the branch of medicine that deals with pregnancy care and delivery. Weprovide a full suite of obstetrics services, including but not limited to those set out below:General Obstetrics, Labourand Delivery

Amniotic fluid embolism

Prenatal diagnosis for

GENERAL INFORMATION ON OUR GROUP

GynaecologyGynaecology refers to the branch of medicine that deals with care of the female reproductivesystem. Our Group provides an extensive range of gynaecological treatments, including but notlimited to the following set out below:

Benign lesions and tumors

of the vulva, vagina,cervix, uterus and ovary Cervical cancer screeningand cervical cancermanagement LEEP, cone biopsy andlaser surgery Contraceptive services Infertility advice Menstrual related disorder Menopause and hormonereplacement therapyGynae-oncologyGynae-oncology refers to the branch of medicine that deals with the surgical treatment of cancerspertaining to the female reproductive organs. We provide an extensive range of gynae-oncologyservices, including but not limited to those set out below:

Well-women screening

Laparoscopic and hysteroscopic surgery

Gynaecological cancer screening and prevention, eg. HPV vaccination

Cervical pre-cancer screening and management, including colposcopy, laser and LEEPsurgeries

90

GENERAL INFORMATION ON OUR GROUP

Management of gynaecological pre-cancers of the cervix, vagina and vulva

Complex pelvic surgeries for various conditions

Breast Care Services

Breast care services refer to the provision of medical and surgical services pertaining to diseasesof the breast. This may range from simple lumps to more serious cancers, breast abscesses, cystsand abnormal nipple discharges. We provide an extensive range of breast care services, includingbut not limited to those set out below:

Fine needle aspiration of breast cysts and abscesses

Ultrasound-guided diagnostic core biopsy

Vacuum assisted biopsy/excision of breast abnormalities

Drainage of superficial breast abscesses

Excision of breast lumps

Sentinel lymph node biopsy

Radical axillary lymph node surgery

Diagnosis and treatment of abnormal nipple discharge, and total duct excision

Surgical treatment for accessory breasts, and gynaecomastia in males

Breast conserving surgery using oncoplastic techniques

Mastectomy, including skin sparing and nipple sparing with immediate reconstruction

However, of the aforementioned services, the most important of which are as follows. We deriveour revenue largely from the provision of these services, which includes general and ancillarysurgical services, breast and gynaecological cancer treatments, and medication andsupplements.Antenatal careThe care of an expectant mother prior to delivery.Delivery and surgical servicesThese services include natural and assisted deliveries and caesarean sections, breast andgynaecological cancer surgeries.

91

GENERAL INFORMATION ON OUR GROUP

Laparoscopic and related proceduresInvestigative or therapeutic procedures using minimally-invasive surgical techniques for variouswomen diseases or illnesses.Breast care servicesProvision of medical and surgical services pertaining to diseases of the breast.Gynae-oncology servicesSurgical treatment of cancers pertaining to the female reproductive organs.Clinical proceduresProcedures may include the insertion of contraceptive devices, minor surgical procedures such asremoval of lumps, amniocentesis and other procedures.Screening and testingScreening and testing services may include ultrasound scans and blood screening for foetalabnormalities.The sale of medication and supplementsThe sale of medication includes the sale of drugs and specialist drugs; and the sale ofsupplements includes the sale of fish oil, vitamins and other supplements for maternal and foetalwelfare.Surgical and ancillary servicesOur Group has also engaged surgical specialist medical practitioners from FeM Surgery (asvisiting consultants) to provide surgical and other services to our patients. The services providedinclude but are not limited to the following services:

SOG Clinic for Women

Dr. Natalie Chua

319 Joo Chiat Place, #02-07,

SOG Cindy Pang Clinic for

Dr. Cindy Pang

38 Irrawaddy Road, #08-25,

Mount Elizabeth NovenaSpecialist Centre,Singapore 329563

SOG Radhika Breast &

General Surgicare

Dr. Radhika Lakshmanan

6 Napier Road, #08-14/15/16,

Gleaneagles Medical Centre,Singapore 258499

Each of our Groups medical clinic is headed by a resident doctor. In particular, our ExecutiveChairman, Dr. Lee Keen Whye and our Executive Director, Dr. Heng Tung Lan, who are also ourFounders, each has more than 20 years experience in the O&G field. Our O&G specialist medicalpractitioners are accredited to perform deliveries and O&G surgeries in the Parkway Group ofHospitals, as well as Mount Alvernia Hospital, Thomson Medical Centre and all major privatehospitals in Singapore. Our breast and general surgeon, Dr. Radhika Lakshmanan, is accreditedto perform surgeries in all the Parkway Group of Hospitals, Mount Alvernia Hospital, Khoo TeckPhuat Hospital and Raffles Medical Hospital.Our Groups medical practice is overseen by the Medical Advisory Committee, which hasextensive experience in this field. Please refer to the section titled General Information on ourGroup Clinical Governance of this Offer Document for more information.In the event of the absence of any doctor (for whatever reason), our Company has contingentreferral plans in place to ensure the continuity of the treatment and service provided to ourpatients. For example, our specialist medical practitioners within the Group will cross-cover eachother or refer patients to friendly third party colleagues.

93

GENERAL INFORMATION ON OUR GROUP

OUR SPECIALIST MEDICAL PRACTITIONERSOur Groups market presence and reputation are built upon the experience and reputation of ourspecialist medical practitioners, whose working experiences and achievements are set out below:Dr. Lee Keen WhyeMBBS (Singapore), FRCOG (U.K), FAMS (Singapore)Consultant Obstetrician & GynaecologistDr. Lee Keen Whye is the Consultant Obstetrician and Gynaecologist at the Gleneagles MedicalCentre. He was the Chairman of the Minimally Invasive Surgery Centre, Gleneagles Hospitalbetween 2001 and 2008. Dr. Lee Keen Whye has a special interest and skill set in endoscopicwork, especially in hysteroscopy, laparoscopy and vaginal rejuvenation, and has done manyinternational lectures and preceptored many endoscopic workshops in Indonesia, Taiwan,Thailand, Malaysia, PRC, Philippines, Korea, India, Vietnam and Myanmar.From 2003 to 2005, Dr. Lee Keen Whye was the President of the Obstetrical and GynaecologicalSociety Of Singapore (OGSS). He is a founder member of the Asia-Pacific Association ofGynaecological Endoscopists, and an Associate of the Laser Vaginal Institute of Los Angeles,USA. From 2005 to 2010, he also held the position of Chairman of Surgeons InternationalHoldings Pte. Ltd.In 1996, Dr. Lee Keen Whye was awarded National Servicemen of the Year by HQ Army MedicalServices for his dedicated service.In 2003, Dr. Lee Keen Whye was awarded the prestigious Benjamin Henry Sheares Gold Medalby the OGSS.Dr. Heng Tung LanMBBS (Singapore), MMed (O&G),Academy of Medicine, SingaporeDr. Heng Tung Lan is the leading Consultant Obstetrician and Gynaecologist practicing inParkway East Medical Centre. She graduated from the National University of Singapore qualifyingwith a Bachelors degree in Medicine and Surgery. Dr. Heng Tung Lan then specialised in O&G,was awarded a MMed (O&G) and was admitted to the Academy of Medicine, Singapore.Dr. Heng Tung Lan established her private practice in September 1993. Her medical andinterpersonal skills make her very popular and sought after. In 2014, Dr. Heng Tung Lan delivered755 babies.

94

GENERAL INFORMATION ON OUR GROUP

Dr. Beh Suan TiongMBBS, MRCOG, FAMS (Singapore)Consultant Obstetrician and GynaecologistDr. Beh Suan Tiong is a Consultant Obstetrician and Gynaecologist and operates his own practiceat the Thomson Medical Centre. He graduated in 1987 and obtained his specialist medicalpractitioner membership from The Royal College of Obstetricians and Gynaecologists in 1993. Hisspecial interest is in minimal invasive surgery and he received further training for such techniquesand in other areas of specialty in leading centres in the United States.Dr. Beh Suan Tiong is actively involved in the development, training and teaching of minimallyinvasive surgery (MIS) in Singapore, and is also a senior consultant in the MIS unit in KKWomens and Childrens Hospital on a part-time basis.As a firm believer in continuous medical education, he has helped to organise numerous scientificmeetings and taken part in many local and overseas congresses and workshops. Dr. Beh SuanTiong is the first doctor recipient of the KK Service from the Heart Award, which recognisesexcellence in service.Dr. Beh Suan Tiong was the past President of the OGSS and the past Treasurer of the College ofO&G, Singapore. His present appointments include Chairman of the Operating Room and ICUCommittee of Thomson Medical Centre, Member of the medical advisory board of ThomsonMedical Centre, Chairman of the Gynaecology Endoscopy Subsection, and part-time SeniorConsultant of the minimally invasive unit in the Department of Obstetrics and Gynaecology of KKWomens and Childrens Hospital.Dr. Choo Wan LingMBBS (Singapore), MMed (O&G),Academy of Medicine, SingaporeDr. Choo Wan Ling graduated from the National University of Singapore in 1994 with a Bachelorsdegree in Medicine and Surgery. She obtained her Masters in Obstetrics and Gynaecology at theNational University of Singapore in 2000 and is also the winner of the IV Asian Obstetrics andGynaecology Congress Gold Medal (2000) which recognises academic excellence.In 2003, Dr. Choo Wan Ling was elected as a council member of the Obstetrical andGynaecological Society of Singapore, and was the Honorary Treasurer from 2004 to 2006. Duringthat time, she organised the fifth and sixth Singapore Congress of O&G.A prolific writer, Dr. Choo Wan Ling has published in scientific journals such as Gynaecologic andObstetric Investigations Vaginal Delivery after Previous Caesarean Section, Annals of Medicine Osteoporosis in relation to Menopause and contributed to various medical publications in herfield of specialisation. She has also contributed chapters to a guidebook for expectant mothers,published by Oxford University Press.Dr. Choo Wan Ling is experienced in antenatal and gynaecological scans, antenatal care and riskassessment, prenatal screening, vaginal, assisted and caesarean delivery. She is also well versedin the management and treatment, both medical and surgical, of gynaecological issues (infection,endometriosis, uterine fibroids, and ovarian cysts), pap smear abnormalities, colposcopy, fertilitychallenges and treatment. She also has a secondary special interest in menopausal care andfemale sexual dysfunction.

95

GENERAL INFORMATION ON OUR GROUP

Dr. Natalie Chua WeilynMBBS (Singapore), MRCOG (London), FAMS (Singapore)Dr. Natalie Chua graduated from the National University of Singapore with a Bachelors degree inMedicine and Surgery in 2004. She attained and continued her specialist O&G traineeship atKandang Kerbau Hospital and obtained her Membership of the Royal College of O&G (MRCOGLondon) in 2009.Elected as a council member of the Obstetrical and Gynaecological Society of Singapore in 2010,Dr. Natalie Chua remains an active council member and continues to contribute to the O&Gtraining of other aspiring trainees.She is a believer of continuing medical education and contributes actively towards nurturing thefuture generation of specialist medical practitioners. In this respect, Dr. Natalie Chua wasChairman of the 12th and 13th Regional MRCOG Preparatory Course for aspiring gynaecologists.She also believes in natural birth techniques and breast feeding and was the O&G Representativefor the Association for Breastfeeding Advocacy between 2011 and 2013.Dr. Natalie Chua was honoured with the Excellent Service Award by SingHealth in 2010 and wasaccorded a Fellow of the Academy of Medicine Singapore in 2013.Dr. Radhika LakshmananMBBS (Singapore), MMed (Surgery), FRCS (Edinburgh)Dr. Radhika Lakshmanan graduated from the National University of Singapore with a Bachelorsdegree in Medicine and Surgery in 1997. She subsequently obtained her fellowship in GeneralSurgery from the Royal College of Surgeons of Edinburgh.Dr. Radhika Lakshmanan is a general surgeon with more than 15 (fifteen) years of surgicalexperience. Her sub-specialty interests lies in the treatment of breast diseases ranging frommanagement of benign breast disorders such as breast cysts, lumps, nipple discharge, lactationproblems, screening, male breast disorders and breast cancer. She also has a sub-specialtyinterest in oncoplastic breast surgery (cancer surgery in which plastic surgery techniques areadopted to achieve a superior aesthetic outcome as compared to standard breast canceroperations) and breast cancer management, which she pursued at the Nottingham Breast Institutein the United Kingdom.Dr. Radhika Lakshmanan is an advocate of breast cancer awareness and frequently participatesin seminars for both the public and medical fraternity. She is also an active member of theSingapore Breast Cancer Foundation. As a member of the Asian Breast Diseases Association, sheaims to improve awareness and share her expertise in the Asia Pacific region.

96

GENERAL INFORMATION ON OUR GROUP

Dr. Cindy Pang Yi PingMBBS (Singapore), MMed (O&G), MRCOG (UK)Dr. Cindy Pang graduated from the National University of Singapore with a Bachelors degree inMedicine and Surgery in 2002 and subsequently completed 6 (six) years of specialist medicalpractitioner training in O&G in Singapore. She was granted membership to the Royal College ofObstetricians and Gynaecologists in the United Kingdom, as well as a Master of Medicine (O&G)by the National University of Singapore in 2008. She achieved specialist medical practitioneraccreditation with the Ministry of Health, Singapore and the Singapore Medical Council in 2010.She is a Council Member in the Society of Colposcopy and Cervical Pathology of Singapore(SCCPS) since 2009.Dr. Cindy Pang is an accredited colposcopist and trainer. She underwent advanced surgicaltraining as a fellow at the Western Australian Gynae-oncology Group in Perth in 2012, whichequipped her with skills for complex pelvic oncologic surgeries as well as advanced laparoscopicprocedures. Her main sub-specialty interest is in gynaecological cancer care.Dr. Cindy Pangs research has been published in various medical journals and she was awardedthe Tony McCartney Surgical Innovation Prize at the Australian Society of GynaecologicalOncologists Annual Scientific Meeting at Darwin in 2013. She gives public cancer awareness talksand participates actively in cancer awareness programs on a local scale.Dr. Cindy Pang was a clinical instructor of Yong Loo Lin School of Medicine, as well as an adjunctprofessor at the Duke-NUS Graduate School of Medicine. She still tutors junior doctors in variouscourses such as the basic colposcopy course and anatomy of complications workshop.Before joining our Group, Dr. Cindy Pang was a Consultant at the Gynae-oncology Unit,Department of Obstetrics and Gynaecology, Singapore General Hospital (SGH). Dr. Cindy Pangwill be the lead gynae-oncologist of our Group and will lead our Groups gynae-oncologistpractice.MARKET SHAREIn 2012 and 2013, there were 42,663 and 39,720 live births in Singapore, respectively. Of the39,720 live births in Singapore in 2013, 23,919 were at private hospitals 1. The Group draws itsbusiness from deliveries at private hospitals and the Group delivered approximately 1,137, 1,060and 1,462 babies in 2012, 2013 and 2014, respectively, which accounted for approximately 4.3%,4.4% and 5.6% of all births at private hospitals in those years.

Source: Table 17 of the Report on Registration of Births and Deaths 2013 provided by the Immigration andCheckpoints Authority on its website: http://www.ica.gov.sg/data/resources/docs/Media%20Releases/SDB/Annual%20RBD%20Report_2013.pdf. ICA has not provided its consent, for the purposes of Section 249 of theSecurities and Futures Act, to the inclusion of the above information extracted from its website and is thereby notliable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor,Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the relevantinformation has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracyor completeness of such information. Please also see the section titled General and Statutory Information Sources of this Offer Document.

97

GENERAL INFORMATION ON OUR GROUP

While Singapores Total Fertility Rate (the average number of live births each female Singaporeresident (i.e. citizens and permanent residents) would have during her reproductive years if shewere to experience the age-specific fertility rates prevailing during the period) (TFR) has fallenover the years, our segment of the O&G industry and our Groups revenue continues to grow. Thisis primarily because of the following reasons:1.

Despite the fall in Singapores TFR over the years, both Singapores TFR and the actualnumber of live births in Singapore have remained relatively consistent since 2010, as seenin the table below 1. It should also be noted that Singapores total population, comprising bothSingapore residents (i.e. citizens and permanent residents) and non-residents (i.e.foreigners including those working, studying or living in Singapore but not granted permanentresidence, but excluding tourists and short-term visitors) has been steadily increasing and istrending growth, which should bode well for our business.

Total population (000)

TFRLive births2.

2011

2012

2013

5,183.7

5,312.4

5,399.2

1.20

1.29

1.19

39,654

42,663

39,720

There are more couples opting to deliver babies through the private sector healthcare systemrather than through the public sector healthcare system. The table below sets out the numberof live births registered by place of occurrence. 22011

2012

2013

Public sector hospitals

(number and percentage)

15,872(40.03%)

16,403(38.45%)

15,646(39.39%)

Private sector hospitals

(number and percentage)

23,679(59.71%)

26,149(61.29%)

23,919(60.22%)

Other locations(number and percentage)

103(0.26%)

111(0.26%)

155(0.39%)

Source: Tables 1.10, 3.1 and 3.6 of the Yearbook of Statistics in Singapore 2014 provided by the Department ofStatistics Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department ofStatistics has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to theinclusion of the above information extracted from its website and is thereby not liable for such information underSections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter andPlacement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in itsproper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any otherparty has conducted an independent review or verified the accuracy or completeness of such information. Pleasealso see the section titled General and Statutory Information Sources of this Offer Document.

Source: Table 3.7 of the Yearbook of Statistics in Singapore 2014 provided by the Department of StatisticsSingapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of Statistics has notprovided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 ofthe Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent havetaken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted anindependent review or verified the accuracy or completeness of such information. Please also see the section titledGeneral and Statutory Information Sources of this Offer Document.

98

GENERAL INFORMATION ON OUR GROUP

3.

In addition, concurrent with the development of Singapore as a medical hub in Asia, we haveexperienced an increasing number of foreigners engaging the services of our Group. This isalso in line with Singapores increasing total population. Foreigners account forapproximately 29.9% of the live births registered in 2013, as shown in the table below. 1Fathers nationality

Singapore

Malaysia Indonesia

OtherASEAN

PRC

Others6,221

Number

27,897

2,336

656

1,209

1,401

Percentage

70.23%

5.88%

1.65%

3.04%

3.53% 15.66%

COMPETITIONThe specialist healthcare industry in Singapore is highly competitive. In general, the Groupcompetes with both public and private specialist healthcare institutions. We believe our maincompetitors are as follows:Competing service offeringsO&G services

MARKETING AND BUSINESS DEVELOPMENT

Our marketing and business development activities are spearheaded by our CEO, Dr. Ng KoonKeng. He plans and formulates our overall objectives and business strategies.

Source: Table 22 of the Report on Registration of Births and Deaths 2013 provided by the Immigration andCheckpoints Authority on its website: http://www.ica.gov.sg/data/resources/docs/Media%20Releases/SDB/Annual%20RBD%20Report_2013.pdf. ICA has not provided its consent, for the purposes of Section 249 of theSecurities and Futures Act, to the inclusion of the above information extracted from its website and is thereby notliable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor,Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the relevantinformation has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracyor completeness of such information. Please also see the section titled General and Statutory Information Sources of this Offer Document.

99

GENERAL INFORMATION ON OUR GROUP

The marketing of medical services is regulated by applicable guidelines issued by the MOH andthe relevant laws and regulations in Singapore. Please refer to the section titled GeneralInformation on our Group Government Regulations of the Offer Document for more details.We market our services in compliance with the applicable MOH guidelines and laws andregulations and develop our business, through the following means:

Personal referralsPersonal referrals by word of mouth has proven to be a particularly effective strategy. Thisis our Groups most important asset and strong point. Through this soft marketingapproach, we attract quality patients who are confident in our healthcare services. We willcontinue to cultivate brand loyalty and goodwill amongst our existing patients.

Public Health Seminars and Publications

Our Group actively participates in public health seminars in Singapore and overseas. Theseevents provide opportunities for our specialist medical practitioners, either as guest speakersor participants, to network with other doctors and the public to raise awareness of our brandname. Many of our specialist medical practitioners contributed articles to medical journals,which also increases our presence in the medical industry. These events also allow us toearmark other promising specialist medical practitioners that we may recruit to join ourGroup.

Corporate WebsiteOur corporate website highlights the profiles of our specialist medical practitioners, the rangeof services that we provide and the location of our medical clinics. It is also an avenue for usto update the public on our Groups latest activities and to educate the public on healthissues. Information contained in our website does not constitute part of this OfferDocument.

Print Media and Advertising

Going forward, our Group intends to create an in-house magazine as well as advertise inselect magazines that we currently do not advertise in, to raise brand awareness and topromote womens healthcare. Brochures and pamphlets are important avenues todisseminate information on the range of our services and will continue to be part of ourmarketing initiatives. Our Group shall undertake the foregoing in compliance with all relevantlaws, rules and regulations, including but not limited to the Singapore Medical CouncilsEthical Code and Ethical Guidelines, as well as the advertising guidelines and publicityregulations published under the Private Hospitals and Medical Clinics Act.

Marketing OverseasIn line with the Singapore governments initiatives to attract more medical travellers toSingapore, we intend to set up overseas sales representative offices and/or establish anetwork of overseas sales agents in select ASEAN countries and PRC. Such sales officesand agents will be responsible for marketing our Groups services in their respectivecountries, sourcing for new overseas patients and making the necessary arrangements forsuch overseas patients to visit our medical clinics in Singapore.

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GENERAL INFORMATION ON OUR GROUP

Formulating development and growth strategies

We continually obtain market updates and keep abreast of the latest relevant technology inthe healthcare industry, and we formulate growth strategies to increase our profile in theindustry. This also enables us to devise growth strategies locally and overseas.

Securing strategic locations for our medical clinics at cost effective rental ratesWe aim to secure good and strategic locations for our medical clinics so as to expand ourbusiness and to maximise revenue at a lowest possible rental expense. The team searchesfor new sites and review existing ones.

OUR MAJOR CUSTOMERS

Our customer base comprises mainly individual patients. We are not materially dependent on anyindividual or corporate client and no single client accounts for 5.0% or more of our total revenuesince our date of incorporation (a Major Customer).As at the date of this Offer Document, none of the Directors or Substantial Shareholders of theCompany or their respective Associates has any interest, direct or indirect, in any Major Customer.OUR MAJOR SUPPLIERSSave as set out below, no individual supplier accounts for more than 5.0% of our total purchasessince our date of incorporation (a Major Supplier). Medicinal drugs and consumables such asfacial masks and disposable gloves accounted for the bulk of our purchases from suppliers, andsuch suppliers include:

Apex Pharma Marketing Pte. Ltd.;

Pharmacon (Pte) Ltd;

Pharmed Import & Export Pte Ltd;

Zuellig Pharma Pte. Ltd; and

Medicell Pharmaceutical (S) Pte. Ltd.

Our Major Suppliers accounting for 5.0% or more of our total purchases for FY2012, FY2013 andFY2014 are set out below:Percentage of total purchases relating toconsumables and medical supplies used (%)Supplier

FY2012

FY2013

FY2014

Apex Pharma Marketing Pte. Ltd.

12.9

12.6

12.6

Pharmacon (Pte) Ltd

5.9

5.4

6.6

Pharmed Import & Export Pte Ltd

4.1

2.0

3.6

Zuellig Pharma Pte. Ltd.

47.2

54.8

35.1

6.8

Medicell Pharmaceutical (S) Pte. Ltd.

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GENERAL INFORMATION ON OUR GROUP

Zuellig Pharma Pte. Ltd. is one of the largest distributors of pharmaceutical and healthcareproducts in the Asia Pacific region. Our purchases from Zuellig Pharma Pte. Ltd. increased from47.2% of total purchases in FY2012 to 54.8% of total purchases in FY2013 due mainly to morepharmaceutical and healthcare products being distributed by Zuellig Pharma Pte. Ltd. However inFY2014, our purchases with Zuellig Pharma Pte. Ltd. decreased from 54.8% in FY2013 to 35.1%in FY2014. This is due mainly to diversification of suppliers used to minimise the risk of stock out.Although the Group obtains a significant amount of medical and healthcare products from ApexPharma Marketing Pte. Ltd. and Zuellig Pharma Pte. Ltd., we are confident that should anydisruption occur in the Apex Pharma Marketing Pte. Ltd. and Zuellig Pharma Pte. Ltd. supplychain, we will be able to source from the manufacturers directly and/or procure similar alternativesupplies from other distributors.Save as disclosed above, our business and profitability are not materially dependent on any singlesupplier.As at the date of this Offer Document, none of the Directors or Substantial Shareholders of theCompany or their respective Associates has any interest, direct or indirect, in any Major Supplier.INVENTORY MANAGEMENTAs at 31 December 2014, our inventories comprised approximately 1.4% of our total assets.These constitute mainly medicinal drugs and consumables such as face masks and disposablegloves.We generally do not make provisions for inventory obsolescence as it is our Groups policy towrite-off any expired supplies, and the saleability of each item in the inventory is evaluated. Theamount of expired supplies written-off during the Period Under Review for our Group has beeninsignificant.We have a centralised inventory ordering system all of our Groups orders with suppliers aresubject to approval from our CEO or FC. As at the Latest Practicable Date, our inventoriesamounted to approximately S$231,112.We adopt the first-in-first-out method of inventory management and costing. We have put in placea computerised inventory management system, which tracks movement of inventory items on areal-time basis. Our finance department performs a full inventory count on a quarterly basis.Our average inventory turnover during the Period Under Review were as follows:

Average inventory turnover days (1)

FY2012

FY2013

FY2014

58

43

54

Note:(1)

The average inventory turnover days is calculated based on the closing inventory balance divided by the cost ofgoods sold for the year/period.

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GENERAL INFORMATION ON OUR GROUP

CREDIT MANAGEMENTOur customers are mainly private patients who are charged on a cash basis for services andtreatment rendered. We accept various modes of payments namely cash (including electronicpayments), cheques and credit cards. The electronic payments and credit card payments usuallytake three (3) working days to settle.Our trade receivables comprise mainly amounts due from corporate clients. As a result of suchpayments, our average trade receivables turnover during the Period Under Review were asfollows:

Average trade receivables turnover days (1)

FY2012

FY2013

FY2014

23

28

31

Note:(1)

The average trade receivables turnover days is calculated based on the closing non-related trade receivablesdivided by the total revenue for the year/period.

The Group will review the trade debts and follow up on the outstanding debts with the respectivehospitals and insurance companies. According to the Companys policy, the Group will provide anallowance for doubtful debts for trade debts that are aged over 60 days and with recoverabilityissues.The increase in average trade receivables turnover days from FY2012 to FY2014 is mainly dueto the increase in procedures revenue and slower payment pattern from the hospitals andinsurance companies.The credit terms for hospitals and insurance companies are typically thirty (30) to sixty (60) days.Specific provision or write-off will be made when we are of the view that the collectability of anoutstanding debt is impaired or the debt is uncollectible.Except for those trade receivables that have been included in the allowance for doubtful debts,referring to the Groups historical default rates and experience, the Group does not foresee anyissue with collection of the outstanding debts. These trade receivables are mainly from hospitalsand insurance companies with good credit record with the Group. The Group is actively reviewingand following up with the hospitals and insurance companies.Our trade receivables as at 31 December 2014 amounted to S$1,931,483 and the aging of themajority of these debts is less than 30 days. As at 31 December 2014, outstanding debts agedmore than 180 days amounted to S$192,193 (9.9%).As at the Latest Practicable Date, approximately 68.1% of these trade receivables have beencollected.

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GENERAL INFORMATION ON OUR GROUP

Credit terms from our suppliersGenerally, our suppliers grant us credit terms ranging from thirty (30) to sixty (60) days fromdelivery of products. Our average trade payables turnover during the Period Under Review wereas follows:

Average trade payables turnover days

(1)

FY2012

FY2013

FY2014

41

47

58

Note:(1)

The average trade payables turnover days is calculated based on the average trade payables divided by averagedaily inventory used for the year/period. Trade payables relate to purchase of inventory.

We are well-established specialist medical practitioners in womens healthcare

Most of our medical clinics and specialist medical practitioners have a track record of morethan ten (10) years in the O&G field. Our Executive Chairman, Dr. Lee Keen Whye and ourExecutive Director, Dr. Heng Tung Lan, who are also our Founders, each has more than 20years experience in the O&G field. As an indication of our reputation, most of our businesshas arisen from local and overseas referrals from existing and past patients, as well as fromother medical professionals in the field.

(ii)

We have a dedicated management team with relevant industry experience

The growth of our business may be attributed to the efforts of our experienced and committedmanagement team and Employees. Our Group is led by our Executive Director, Dr. Lee KeenWhye and our CEO, Dr. Ng Koon Keng. Dr. Lee Keen Whye has more than 20 years ofexperience in the O&G industry. Dr. Ng Koon Keng has business development, management,marketing and publishing experience.Our Executive Directors and Executive Officers are actively involved in the day-to-dayoperations of our medical practice, which enable us to respond to the requirements of ourpatients and to make key management decisions promptly. Please refer to the section titledDirectors, Executive Officers and Employees of this Offer Document for details of ourDirectors and management team.

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GENERAL INFORMATION ON OUR GROUP

(iii) We have a disciplined and focused directionOur specialist medical practitioners and CEO came together to focus on womens healthcare.By pooling their clinics and expertise, they are able to now deliver a wider range of servicescatering to patients, and are able to provide a seamless diagnostic process for womenshealthcare, including mammograms and pap smears. In December 2014, the Groupexpanded its services to include surgical solutions to cancers of the breast and the femalereproductive system. In 2013, cancer was the principal cause of death in Singapore,accounting for 30.5% of all deaths. 1We have put into place strict review processes, including reviews by our peers andindependent parties such as our patients. We believe that this has helped to maintain thehigh quality of services offered by our medical clinics and that the procedures and treatmentswe carry out remain current and/or market leading.(iv) We have conveniently-located clinics in the central and east regions of SingaporeWe believe that convenience is very important for pregnant mothers given the discomfortthey experience particularly in the last term of pregnancy. Most of our medical clinics arelocated in Gleneagles Medical Centre, Thomson Medical Centre and Parkway East MedicalCentre and are easily accessible by public transport. We also operate a medical clinic in aresidential neighbourhood in Cassia Crescent. We intend to expand our reach acrossSingapore by opening more neighbourhood clinics particularly in the north and west regionsof Singapore.Our cancer treatment services are just as accessible, with locations at Gleneagles MedicalCentre, Parkway East Medical Centre and Mount Elizabeth Novena Specialist Centre.RESEARCH AND DEVELOPMENTThe Group does not undertake any research and development activities per se. However, all ourspecialist medical practitioners undertake continual education and several may undertakeindividual research projects for papers they write, or for seminars they will deliver, or for otherpurposes.QUALITY CONTROL AND ASSURANCEService QualityWe believe that service quality is vital to any industry and even more so in the medical andhealthcare sectors. We comply with all MOH and SMC guidelines with regards to qualitystandards.

Source: The MOHs Singapore Health Facts entitled Principal Causes of Death on its website:http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html.The MOH has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to theinclusion of the above information extracted from its website and is thereby not liable for such information underSections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter andPlacement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in itsproper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any otherparty has conducted an independent review or verified the accuracy or completeness of such information. Pleasealso see the section titled General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP

We continually seek feedback from our patients via direct dialogue. The results are relayed to ourspecialist medical practitioners and management. Such feedback is taken seriously and isdesigned to contribute positively to the overall experience of the patient.Clinical GovernanceA Medical Advisory Committee has been set up to oversee the governance and standards of theGroup. The roles and responsibilities of the Medical Advisory Committee include the following:

serves as a liaison body between Board of Directors, the specialist medical practitioners ofour Group and the management team;

advise our Board of Directors on the appointment of healthcare professionals including

specialist medical practitioners; this includes reviewing and evaluating the professionalqualifications of these individuals;

approves drugs for use;

make recommendations on procurement of new and appropriate medical equipment;

make recommendations on appropriate professional courses and seminars online with

Continuing Medical Education requirements; and

advice on infection control and monitoring of all drug utilisation policies and practices in ourGroup.

The Medical Advisory Committee consists of the following:

Name

Position

Dr. Choo Wan Ling

Chairwoman

Dr. Natalie Chua

Vice-Chairwoman

Dr. Ng Koon Keng

Member

Dr. Radhika Lakshmanan

Member

Dr. Chua Ee Chek

External medical member

Mr. Steven Seah Seow Kang

External non-medical member

The Medical Advisory Committee includes Dr. Chua Ee Chek, a senior medical professional andMr. Steven Seah Seow Kang, a senior legal professional, both of whom are not part of the Group,to provide independence.

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GENERAL INFORMATION ON OUR GROUP

Dr. Chua Ee ChekMBBS (Singapore), FRCS (Glasgow), FAMS (Singapore)Consultant OphthalmologistDr. Chua Ee Chek is a reputable ophthalmologist with more than 20 years of experience, and iscurrently a Senior Consultant at Gleneagles Medical Centre. He graduated from the NationalUniversity of Singapore in 1984, and is a member of the Royal College of Surgeons of Glasgowand a Fellow of the Academy of Medicine, Singapore. In addition to general ophthalmology, Dr.Chua Ee Chek is also an experienced cataract surgeon with special interest in small incision,sutureless cataract surgery with premium implants. He was conferred the Public Service Medal(PBM) and the Public Service Star (BBM).Mr. Steven Seah Seow KangLLB (Hons) (Singapore), Diploma in Business LawMr. Steven Seah is currently the managing partner of Seah Ong & Partners LLP, and anindependent director of IPC Corporation Limited. He graduated from the University of Singaporein 1980, and obtained the Diploma of Business Law from the National University of Singapore in1988. Mr. Steven Seah was called to the Bar in 1981 and has more than 30 years of experiencein conveyancing, corporate work, intellectual property, civil and criminal litigation and solicitorswork. He was conferred the Public Service Medal (PBM) and Public Service Star (BBM).Please also refer to the section titled General Information on our Group Our Specialist MedicalPractitioners of this Offer Document.INTELLECTUAL PROPERTYWe currently do not have any intellectual property on which our business or profitability ismaterially dependent.PROPERTIES AND FIXED ASSETSThe Group does not currently own any property. Our Group leases the following properties:Lessor

Being the total GFA of the 3 units at 6 Napier Road, #08-14/15/16.

As at the date of this Offer Document, our Group pays an aggregate monthly rental of S$61,924.The Groups fixed assets as a percentage of net assets is small, at 5.1%. Fixed assets includeoffice furniture, ultrasound machines, laparoscopic equipment, computers and other officeaccessories as required for the running and functioning of a clinic/office.As at 31 December 2014, we had fixed assets with net book values as follows:Fixed Assets

(S$000)

Computers and office equipment

30.8

Furniture and fittings

29.5

Medical equipment

338.1

Office renovation and others

202.9

To the best of our Directors knowledge, there are no regulatory requirements or environmentalissues that may materially affect our utilisation of the above properties and fixed assets, save asdisclosed under the Government Regulations section of this Offer Document.STAFF TRAININGOur Employees are required to undergo in-house orientation to familiarise them with ourequipment, policies and procedures. On-the-job training is provided to new Employees to equipthem with the necessary working knowledge and practical skills to perform their tasks.

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GENERAL INFORMATION ON OUR GROUP

Medical practitioners comprising general practitioners and specialist medical practitioners arerequired by SMC under the Continuing Medical Education Programme (Singapore CME) toconstantly upgrade their knowledge and skills in order to maintain their competence to practice.Under SMC guideline, it is compulsory for a medical practitioner to accumulate a minimum of 50credit points, with 20% of the points accredited for core knowledge, within two (2) Singapore CMEyears to qualify for a Singapore CME certificate issued by SMC. A Singapore CME year runs fromJanuary to December of each year. All our specialist medical practitioners comply with SMCrequirements for continuing medical education.CORPORATE SOCIAL RESPONSIBILITYWe view our Corporate Social Responsibility (CSR) as both a responsibility and a competitiveadvantage. We recognise that we have an obligation towards our Employees, investors, members,suppliers, competitors and the community as a whole. We believe our reputation, together with thetrust and confidence of those with whom we deal, to be one of our most valuable assets. In orderto keep this reputation and trust, we demand and seek to raise standards. We have a Code ofEthics which outlines Groups core values and approach to doing business. The Code of Ethicspolicy helps to uphold the reputation of our company and staff, and maintains Shareholders andthe publics confidence in the Group.Please refer to the section titled Corporate Governance Policies of this Offer Document.Our specialist medical practitioners regularly conduct public and private seminars and lectures toraise the awareness of the general population with respect to screening and undergoingpreventative treatments (such as being vaccinated for certain types of cervical cancer) so as topromote long term health through prevention and early detection. Providing seminars and lectureswill allow our specialist medical practitioners to share their medical expertise and experience withthe medical community, thereby raising the overall quality of healthcare in Singapore. We alsoprovide medical advice and latest health news on our corporate website.Our Group makes regular donations to registered charitable organisations. Our Group also offersfinancially needy patients discounts and rebates for their treatments.To reduce our carbon footprint, we have implemented environmental friendly practices in ourbusiness operations, such as recycling and video conferencing (and are considering telemedicine)to reduce travel.GOVERNMENT REGULATIONSWe are in a highly regulated industry. Extensive guidelines, regulations and laws govern ouroperations in Singapore. Members of our Medical Advisory Committee regularly review theguidelines and set policies in accordance with the requirements of SMC and MOH. It is themanagements duty to implement these by relaying these policies and guidelines to all clinical staffand to conduct regular audits to ensure that such guidelines and policies are adhered to. Thefollowing are some of the main laws and regulations that may affect our operations and therelevant associated regulatory bodies:Private Hospitals and Medical Clinics ActThe Private Hospitals and Medical Clinics Act requires that a license issued by the Director ofMedical Services be obtained before any premises or conveyance is used as a private hospital,medical clinic, clinical laboratory or healthcare establishment.109

GENERAL INFORMATION ON OUR GROUP

In determining whether to issue or refuse to issue a license, the Director of Medical Services shallhave regard to the following:(a)

the character and fitness of the applicant to be issued with a license or, where the applicantis a body corporate, the character and fitness of the members of the board of directors orcommittee or board of trustees or other governing body of the body corporate;

(b)

the ability of the applicant to operate and maintain a private hospital, medical clinic, clinicallaboratory or healthcare establishment, as the case may be, in accordance with theprescribed standards;

(c)

the suitability of the premises or conveyance (including the facilities and equipment therein)to be licensed for use as a private hospital, medical clinic, clinical laboratory or healthcareestablishment, as the case may be; and

(d)

the adequacy of the nursing and other staff that is to be employed at the premises orconveyance to be licensed.

If a private hospital, medical clinic, clinical laboratory or healthcare establishment is not licensedor is used otherwise than in accordance with the terms and conditions of its license, every personhaving the management or control thereof shall be guilty of an offence and shall be liable onconviction to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding two (2)years or to both.Private Hospitals and Medical Clinics (Publicity) RegulationsThe Private Hospitals and Medical Clinics (Publicity) Regulations provide that a licensee of ahealthcare institution may publicise or cause to be publicised the services of the healthcareinstitution subject to certain restrictions and any other written law.The licensee of a healthcare institution shall ensure that any publicity of the services of thehealthcare institution conducted by him or any other person on his behalf in Singapore complieswith the following requirements:(a)

the information contained in the publicity must be factually accurate and capable of beingsubstantiated, and must not be exaggerated, false, misleading or deceptive;

(b)

the publicity must not be offensive, ostentatious or in bad taste such as to undermine thehonour and dignity of the medical, dental or nursing profession;

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GENERAL INFORMATION ON OUR GROUP

(c)

the publicity must not contain any information that:

(i)

implies that the healthcare institution can obtain results from treatment not achievableby other healthcare institutions or create an unjustified expectation from the treatmentprovided; or

(ii)

compares and contrasts the quality of the services of the healthcare institution withthose provided by other healthcare institutions or deprecate the services of otherhealthcare institutions;

(d)

the publicity must not contain any laudatory statements (including statements of prominenceor uniqueness) or superlatives to describe the services of the healthcare institution;

(e)

the information contained in the publicity must not contain any testimonial or endorsement ofthe services, including the services of any employee of the healthcare institution; and

(f)

the publicity must not provide information to the public in such a manner as to amount tosoliciting or encouraging the use of the services provided by or at any healthcare institution.

The licensee of a healthcare institution shall also ensure that any publicity of the services of thehealthcare institution appears only in newspapers, directories, medical journals, magazines,brochures, leaflets, pamphlets and the Internet. Where the publicity of the services of a healthcareinstitution appears in the Internet, the licensee of the healthcare institution shall ensure that theInternet is not used for patient consultation with any employee of the healthcare institution if thepatient is not an existing patient of the healthcare institution. Where the publicity of the servicesof a healthcare institution appears in brochures, leaflets or pamphlets, the licensee of thehealthcare institution shall ensure that the brochures, leaflets or pamphlets contain the date ofpublication.Medical Registration ActThe Medical Registration Act provides for, inter alia, the establishment of SMC and the registrationof medical practitioners in Singapore.Some of the important functions of SMC are:(a)

to keep and maintain registers of registered medical practitioners;

(b)

to approve or reject applications for registration under the Medical Registration Act or toapprove any such application subject to such restrictions as it may think fit;

(c)

to issue practising certificates to registered medical practitioners;

(d)

to make recommendations to the appropriate authorities for the training and education ofregistered medical practitioners; and

(e)

to determine and regulate the conduct and ethics of registered medical practitioners.

No person shall practice as a medical practitioner unless he is registered under this Act and hasa valid practicing certificate. Any person who is not so qualified and, inter alia, (a) practicesmedicine; (b) wilfully and falsely pretends to be a duly qualified medical practitioner; (c) practicesmedicine or any branch of medicine, under the style or title of physician, surgeon, doctor; or (d)111

GENERAL INFORMATION ON OUR GROUP

advertises or holds himself out as a medical practitioner, shall be guilty of an offence and shall beliable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceedingtwelve (12) months or to both. In the case of a second or subsequent conviction, to a fine notexceeding S$20,000 or to imprisonment for a term not exceeding two (2) years or to both.Nurses and Midwives ActThe Nurses and Midwives Act provides for, inter alia, the establishment of the Singapore NursingBoard and the registration of nurses in Singapore as well as other related matters.Some of the important functions of the Singapore Nursing Board are:(a)

to approve or reject applications for registration and enrolment of nurses and for registrationof midwives;

(b)

to issue practising certificates;

(c)

to regulate standards for the training and education of, among others, registered nurses andenrolled nurses; and

(d)

to regulate the professional conduct and ethics of, among others, registered nurses andenrolled nurses.

No person shall employ or engage a person who is not a qualified nurse to carry out any act ofnursing. Any person who contravenes the above shall be guilty of an offence and shall be liableon conviction to a fine not exceeding S$10,000 and, in the case of a second or subsequentconviction, to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding six (6)months or to both. In any proceeding for such an offence, it shall be a defence for a defendant toprove that (a) he did not know that the person concerned was not a qualified nurse; and (b) he hadexercised due diligence to ascertain if that person was a qualified nurse.Medicine ActThe Medicine Act stipulates, inter alia, general provisions for the manufacturing of and dealing inmedicinal products, the considerations of the licensing authority for granting licenses, includingwholesale dealers licenses, regulation of pharmacies, the labelling of medicines, the packagingof medicines and the content of materials advertising and/or promoting the sale of medicalproducts.Save as provided for in the Medicine Act, all persons and corporations must obtain licenses to sell,supply, export, procure the sale of, procure the supply or exportation of, procure the manufactureor assembly for sale, supply or exportation of, or import any medicinal product.The Minister of Health has also set forth regulations that prescribe the conditions andrequirements to be complied by a person carrying on a retail pharmacy business.Any person who contravenes the aforesaid provisions in relation to, inter alia, the dealing,manufacture and wholesale dealing of medicinal products shall be guilty of an offence. Thelicensing authority also has the right to revoke a license as it deems apt.

112

GENERAL INFORMATION ON OUR GROUP

In addition to the above legislation, our operations are also subject to such other legislationgoverning and/or affecting the healthcare industry, including the Pharmacists Registration Act(Chapter 230) of Singapore, Sale of Drugs Act (Chapter 282) of Singapore, Misuse of Drugs Act(Chapter 185) of Singapore and their corresponding subsidiary legislation.Radiation Protection Act and the Radiation Protection RegulationsThe Radiation Protection Act regulates, inter alia, the import, export, manufacture, sale, disposal,transport, storage, use and possession of radioactive materials and irradiating apparatus. TheRadiation Protection Act provides that no person shall, except under and in accordance with alicense:(a)

import into, or export out of, Singapore any radioactive material;

(b)

keep, have in his possession or under his control, or use any radioactive material;

(c)

manufacture, sell or otherwise deal in any radioactive material;

(d)

transport any radioactive material;

(e)

import into, or export out of, Singapore any irradiating apparatus;

(f)

keep, have in his possession or under his control, or use any irradiating apparatus;

(g)

manufacture, or otherwise produce, any irradiating apparatus; or

(h)

sell, deal with or otherwise deal in any irradiating apparatus.

Any person who contravenes subsection (a) to (h) above shall be guilty of an offence and shall beliable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceedingtwo (2) years or to both.The Radiation Protection Act also provides that:(a)

every person who sells any irradiating apparatus shall immediately give notice of the sale tothe Director-General of Environmental Protection (the Director-General), together with thename, address and prescribed particulars of the person to whom it was sold, in such formand manner as may be prescribed;

(b)

every person who purchases any irradiating apparatus shall immediately give notice of thepurchase to the Director-General, together with the name, address and prescribedparticulars of the person from whom it was purchased, in such form and manner as may beprescribed; and

(c)

no person shall dispose of any irradiating apparatus, whether in a working condition or

otherwise, without the prior approval in writing of the Director-General.

Any person who contravenes subsection (1) to (3) above shall be guilty of an offence and shall beliable on conviction to a fine not exceeding S$50,000 or to imprisonment for a term not exceedingtwelve (12) months or to both.

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GENERAL INFORMATION ON OUR GROUP

The Radiation Protection Regulations provide for, inter alia, the various purposes a license can begranted for, the control of radiation exposure, medical and radiological supervision, labelling ofirradiating apparatus and radioactive materials, storage of radioactive materials and the use ofirradiating apparatus for medical, dental and veterinary diagnostic purposes.All our medical clinics that utilise radioactive materials and/or irradiating apparatus hold licensesissued by the Director-General pursuant to the Radiation Protection Act and the RadiationProtection Regulations.Termination of Pregnancy ActThe Termination of Pregnancy Act regulates, inter alia, the termination of pregnancy and mattersconnected therewith, including the authorisation of medical practitioners. Such treatment maygenerally only be carried out by an authorised medical practitioner if the pregnant women:(a)

is, or is the wife of, a citizen of Singapore;

(b)

is the holder, or is the wife of a holder, of a work pass issued under the Employment ofForeign Manpower Act (Chapter 91A) of Singapore; or

(c)

has been resident in Singapore for a period of at least four (4) months immediately precedingthe date on which such treatment is to be carried out.

Any person who contravenes subsection (a) to (c) above shall be guilty of an offence and shall beliable on conviction to a fine not exceeding S$3,000 or to imprisonment for a term not exceedingthree (3) years or to both.Singapore Medical Council Ethical Code and Ethical GuidelinesThe SMC Ethical Code sets out the fundamental tenets of conduct and behaviour expected ofdoctors practising in Singapore. Under the SMC Ethical Code, a doctor is generally expected, interalia, to:(a)

be dedicated to providing competent, compassionate and appropriate medical care to

maintain the highest standards of moral integrity and intellectual honesty;

(d)

keep confidential all medical information about patients; and

(e)

keep abreast of medical knowledge relevant to practice and ensure that clinical and technicalskills are maintained.

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GENERAL INFORMATION ON OUR GROUP

The SMC Ethical Guidelines elaborate on the application of the SMC Ethical Code and areintended as a guide to all medical practitioners as to what the SMC regards as the minimumstandards required of all medical practitioners in the discharge of their professional duties andresponsibilities in the context of practice in Singapore. Some of the relevant guidelines providedare:(a)

doctors who have any financial or professional relationship with organisations offeringmedical services have responsibility for the organisations standard of information outputabout themselves and must therefore acquaint themselves with the nature and content of theorganisations information output as well as their press and media output; and

(b)

doctors may provide information about their qualifications, areas of practice, practicearrangements and contact details. Such information, where permitted, shall be factual,accurate, verifiable and shall not be an extravagant claim, misleading, sensational,persuasive, laudatory, comparative or disparaging.

Guidelines on Aesthetic Practices for Doctors

The Guidelines on Aesthetic Practices for Doctors are jointly implemented by the Academy ofMedicine, Singapore, the College of Family Physicians, Singapore and the SMC, and serve asguidelines on aesthetic practices for medical practitioners. Some of the relevant guidelinesprovided are:(a)

aesthetic practice is not a specialty or sub-specialty. Therefore, medical practitioners

engaged in aesthetic practices must not use aesthetic in their title;

(b)

the medical treatment provided in the context of aesthetic practice must be seen to benefitthe patient positively;

(c)

medical practitioners who perform or intend to perform aesthetic procedures are encouragedto engage in a quality framework or peer review and case discussion on a regular basis; and

classification of their procedures and comply with the recommendations made on theminimum standards of training, qualification and practice laid out in the guidelines, as well asany requirements set by the MOH.

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GENERAL INFORMATION ON OUR GROUP

LICENSESOur specialist medical practitioners and nurses are registered under the respective governingacts. Our specialist medical practitioners and nurses are responsible for maintaining theirrespective practicing certificates and/or licenses. In addition, our Company has obtained thefollowing material licenses for each of our medical clinics from the Ministry of Health under thePrivate Hospitals and Medical Clinics Act (Chapter 248) which is required for conducting ourexisting business:Name ofLicensedPremise

LicenseNumber

Tenure(years)

Duration

LicensedActivity

339 ThomsonRoad #05-03ThomsonMedical Centre

SOG BehClinic forWomen

14C0185/07/142

27 June 2014 to26 June 2016

Medicalclinic

6 Napier Road#08-14/15/16GleneaglesMedical Centre

SOG ChooWan Ling Clinicfor Women

14C0094/03/142

21 April 2014 to20 April 2016

Medicalclinic

Blk 34 CassiaCrescent #01-80

SOG HengClinic forWomen

14C0080/02/142

11 April 2014 to10 April 2016

Medicalclinic

319 Joo Chiat

Place #02-08Parkway EastMedical Centre

SOG HengClinic forWomen

14C0085/06/142

15 April 2014 to14 April 2016

Medicalclinic

6 Napier Road#08-14/15/16GleneaglesMedical Centre

SOG KW LeeClinic forWomen

14C0093/07/142

21 April 2014 to20 April 2016

Medicalclinic

38 IrrawaddyRoad #08-25Mount ElizabethNovenaSpecialistCentre

SOG CindyPang Clinic forWomen &GynaeOncology

14M0360/01/142

4 December2014 to3 December2016

Medicalclinic

319 Joo Chiat

Place #02-07Parkway EastMedical Centre

SOG Clinic for

Women

12C0269/02/142

6 December2014 to5 December2016

Medicalclinic

6 Napier Road#08-14/15/16GleneaglesMedical Centre

SOG RadhikaBreast &GeneralSurgicare

12C0070/40/140

26 September2014 to 23 May2016

Medicalclinic

LicensedLocation

In addition, we have obtained for our medical clinic, SOG Beh Clinic for Women, a licence fromthe Ministry of Health under the Termination of Pregnancy Act (Chapter 324), pursuant to whichit may carry out treatment to terminate pregnancy, subject to the provisions of the Termination ofPregnancy Act (Chapter 324) and the regulations made thereunder, and provided always that: (i)

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GENERAL INFORMATION ON OUR GROUP

Dr. Beh Suan Tiong will be the doctor to carry out the termination of pregnancy; and (ii) thatcounselling will be provided in accordance with certain procedures for abortion counselling. Thelicence (licence number 0436) is for two (2) years, from 5 July 2014 to 4 July 2016.It should also be noted that we have obtained the necessary licences for our ultrasound equipmentfrom the National Environment Agency under the Radiation Protection Act.As at the Latest Practicable Date, we have not experienced any issues with obtaining or renewingthe necessary approvals, licenses and permits for the conduct of our business.INSURANCEAs at the Latest Practicable Date, we maintain the following insurance policies to cover ouroperational, human resource, fixed asset risks, including for risks such as the following:(a)

loss or damage to our properties by fire and/or extra perils;

(b)

loss due to theft and/or hold-up;

(c)

public liability;

(d)

business compensation;

(e)

workmen injury compensation for our Employees;

(f)

personal accident;

(g)

money and cash-in-transit;

(h)

rental expense; and

(i)

all risks.

In addition to the above, all of our specialist medical practitioners have personal professionalmedical and surgical indemnity insurance cover which our Group pays for. The above insurancepolicies are reviewed annually to ensure that our Group has sufficient insurance coverage. Pleaserefer to the section titled Risk Factors Risks Relating to Our Business and the Industry in whichWe Operate We May Not Have Adequate Insurance Coverage for more details.The Directors are of the view that the insurance coverage from the above insurance policies issufficient for our present operations.INDUSTRY OVERVIEWGeneral Healthcare IndustryIn Singapore, the healthcare industry can be broadly categorised into two (2) sectors, namelypublic healthcare including government medical centres and hospital, and private healthcareproviders. Singapore offers a wide range of medical services via a network of polyclinics, hospitalsand specialty centres. The private sector comprises numerous private clinics, medical centres andhospitals.

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GENERAL INFORMATION ON OUR GROUP

Market for O&G ServicesAs can be seen in the table below, in 2013, approximately 60.22% of pregnant mothers deliveredtheir babies through private sector hospitals. 12011

2012

2013

Public sector hospitals

(number and percentage)

15,872(40.03%)

16,403(38.45%)

15,646(39.39%)

Private sector hospitals

(number and percentage)

23,679(59.71%)

26,149(61.29%)

23,919(60.22%)

Other locations(number and percentage)

103(0.26%)

111(0.26%)

155(0.39%)

Public SectorO&G services in the public sector are usually provided in restructured hospitals such as theNational University Hospital, Singapore General Hospital, KK Womens and Childrens Hospital,or polyclinics. The main competitive advantage of the public sector may be the lower set chargesand fees, and access to select direct and indirect subsidies. However, patients are generally notentitled to choose their consultants and such consultants may be younger and less experiencedthan their private sector counterparts. Waiting times at public hospitals and polyclinics may alsobe longer as compared to private sector clinics.Private SectorThe private sector for O&G services is extremely fragmented, as many of the O&G clinics inSingapore are sole proprietorships. Most of the O&G private clinics are attached to hospitals andwill arrange for their patients to deliver their babies in those hospitals. Compared to the publicsector, private O&G clinics offer a wider range of services, greater flexibility and potentially moreexperienced specialist medical practitioners. As a result, private O&G specialist medicalpractitioners usually command a price premium over their public sector counterparts. There aresignificant barriers to entry to the private O&G sector, as it takes approximately six (6) years tobecome a fully registered doctor and a further six (6) years to be trained and be accredited as anO&G specialist medical practitioner. In addition, a qualified O&G specialist medical practitionermust build up sufficient goodwill and clientele before starting a private practice.

Source: Table 3.7 of the Yearbook of Statistics in Singapore 2014 provided by the Department of StatisticsSingapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of Statistics has notprovided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 ofthe Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent havetaken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted anindependent review or verified the accuracy or completeness of such information. Please also see the section titledGeneral and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP

Market OutlookThe market outlook for O&G services is positive. The TFR in 2013 is 1.19, which is similar to manydeveloped countries and societies both in the west and in Asia. The total number of live births mayrise with the growth in population, which may, depending on various factors, range between 6.5million and 6.9 million by 2030. 1The Singapore government has introduced a number of initiatives to boost the TFR, which maybolster demand for O&G services.(a)

The Baby Bonus Scheme was introduced by the Singapore government on 1 April 2001, withthe aim of supporting parents decision to have more children by helping to lighten thefinancial costs of raising children. The Baby Bonus Scheme was recently enhanced in 2013,under which parents will receive an enhanced cash gift of S$6,000 (up from S$4,000) eachfor their first and second child, and S$8,000 (up from S$6,000) each for their third and fourthchild. The cash gift will be fully disbursed within twelve (12) months of the childs birth.

(ART) treatment (including in-vitro fertilisation) can help couples who have difficultyconceiving. To help couples better afford the cost of ACP treatments, they can withdraw fromtheir Medisave accounts, up to S$6,000, S$5,000 and S$4,000 for the first, second and thirdwithdrawals respectively. With effect from 1 January 2013, eligible couples seeking ARTtreatment in public hospitals will now receive up to 75% in co-funding from the Singaporegovernment for ART treatment cycles.

(c)

The Child Development Account is a special savings account that can be opened at anyOCBC or Standard Chartered Bank branch for a child who is eligible. Under the CDA, anysavings will be matched by the Singapore government dollar for dollar up to the cap ofS$6,000 for the first and second child, S$12,000 for the third and fourth child and S$18,000for each child thereafter.

(d)

A Parenthood Tax Rebate (PTR) is given to married Singapore tax residents to encouragethem to have more children. The PTR can be used to offset income tax payable. Anyunutilised balance is automatically carried forward to offset future income tax payable, andany credit balance remaining is not refundable. The rebate may be shared with the spouse.

(e)

In general, mothers are entitled to sixteen (16) weeks of paid maternity leave which can betaken up to four (4) weeks before the date of delivery, while fathers will receive one (1) weekof government-paid paternity leave which can be taken within sixteen (16) weeks after thechild is born. In addition, to further encourage and support shared parental responsibility,fathers will also be able to share one (1) week of the sixteen (16) weeks of their spousesmaternity leave, subject to meeting certain criteria and with the agreement of their spouse.

Source: Population White Paper: A sustainable population for a Dynamic Singapore provided by the NationalPopulation and Talent Division on the website: http://population.sg/whitepaper/downloads/population-whitepaper.pdf. The National Population and Talent Division has not provided its consent, for the purposes of Section 249of the Securities and Futures Act, to the inclusion of the above information extracted from its website and is therebynot liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and theSponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that therelevant information has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracyor completeness of such information. Please also see the section titled General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP

(f)

The Parenthood Priority Scheme (PPS) helps first-time married couples with children whomeet the required conditions to purchase their first home. Under the PPS, 30% of the supplyof build-to-order flats and 50% of the supply of the sale-of-balance-flats will be set aside. Thisis in addition to other priority schemes like the Third Child Priority Scheme, the Married ChildPriority Scheme and the Multi-Generation Priority Scheme.

Some of the measures above are part of the Enhanced Marriage and Parenthood Packageintroduced in 2013 to encourage parenthood. The Enhanced Marriage and Parenthood Packagehas a budget of S$2 billion a year.Market for Cancer ServicesCancer is the principal cause of death (accounting for 30.5% of all deaths in 2013 (in 2013, therewere 18,938 deaths 1) and the second leading cause of hospitalisation (accounting for 5.9% of allhospitalisations in 2013 (in 2013, there were approximately 491,000 total discharges 2) inSingapore.Public SectorCancer services in the public sector are usually provided in restructured hospitals such as theNational University Hospital, Singapore General Hospital, KK Womens and Childrens Hospital,or polyclinics. The main competitive advantage of the public sector may be the lower set chargesand fees, and access to select direct and indirect subsidies. Subsidised patients which form thebulk of consultations in restructured hospitals may not be entitled to choose their consultants andthe main disadvantage is that waiting time at public hospitals and polyclinics may be longer ascompared to private sector clinics.Private SectorThe private sector for surgical cancer treatments is very fragmented, with many specialist medicalpractitioners operating as sole practitioners. Many of these specialist medical practitioners arelocated in clinics within private hospitals or shopping centres providing designed spaces formedical and surgical suites. Waiting times to see private sector specialist medical practitionersand the investigative procedures required to assist in their diagnosis and treatments are generallyshorter. As a result, private surgical specialist medical practitioners usually command a price

The MOHs Singapore Health Facts entitled Principal Causes of Death on its website: http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html. The MOH has notprovided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 of theSecurities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have takenreasonable actions to ensure that the relevant information has been reproduced in its proper form and context, neitherwe, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an independentreview or verified the accuracy or completeness of such information. Please also see the section titled General andStatutory Information Sources of this Offer Document.

The MOHs Singapore Health Facts entitled Top 10 Conditions of Hospitalisation on its website:http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html.The MOH has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to theinclusion of the above information extracted from its website and is thereby not liable for such information underSections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter andPlacement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in itsproper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any otherparty has conducted an independent review or verified the accuracy or completeness of such information. Pleasealso see the section titled General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP

premium over their public sector counterparts. The barrier to entry to the private surgical sectoris just as significant as that for the private O&G sector, requiring twelve (12) years or more to befully qualified and accredited as a specialist medical practitioner.Market OutlookWith the number of cancer notifications increasing year on year, the market outlook for cancerservices is positive. The number of cancer notifications in recent years is as follows 1:Year of Diagnosis

2011

2012

2013

No. of Notifications

11,680

12,185

12,664

For females, the top five (5) leading cancers (based on incidence rates for 2009 to 2013) are asfollows 2:No.

Type of Cancer

Age-standardised Rate (per 100,000 per year)

1.

Breast

63.4

2.

Colo-rectum

26.3

3.

Lung

14.9

4.

Corpus uteri

13.7

5.

Ovary

12.4

Table 5.1 of the Singapore Cancer Registry Annual Registry Report Trends in Cancer Incidence in Singapore2009-2013 provided by the National Registry of Diseases Office on its website: https://www.nrdo.gov.sg/uploadedFiles/NRDO/Cancer%20Trends%20Report%202009-2013%2020141103.pdf. The NRDO has not providedits consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 ofthe Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent havetaken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted anindependent review or verified the accuracy or completeness of such information. Please also see the section titledGeneral and Statutory Information Sources of this Offer Document.

The MOHs Singapore Health Facts entitled Disease Burden on its website: http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html. The MOH has notprovided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 ofthe Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent havetaken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted anindependent review or verified the accuracy or completeness of such information. Please also see the section titledGeneral and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP

Between the years of 2009 and 2013, there have been, on average, 1,773 new breast cancercases, 329 new corpus uteri cancer cases, and 329 new ovary cancer cases, per year 1.As Singapores population and affluence continues to grow, more people are likely to seek surgicalcancer treatments from private sector specialist medical practitioners. With the governmentsemphasis on early detection, screening and the increasing number of public awarenesscampaigns, more and more people are getting tested for cancers and seeking treatment earlierrather than later.TRENDS AND PROSPECTSOur Directors are of the view that the demand for our healthcare services in Singapore is likely toincrease in the long term which may translate into higher demand for the services provided by theGroup, due to the following reasons:(a)

Rising affluence and educational levels

Singapores economic progress in recent years has resulted in greater affluence of itsresidents. Gross national income per capita (at current market prices) rose fromapproximately S$40,767 in 2000 to approximately S$67,385 in 2013. 2 Such rising affluence,together with improving educational standards, may lead to an increased awareness of, anddemand for, comprehensive and quality specialist healthcare services.

Table 5.3.2 of the Singapore Cancer Registry Annual Registry Report Trends in Cancer Incidence in Singapore2009-2013 provided by the National Registry of Diseases Office on its website: https://www.nrdo.gov.sg/uploadedFiles/NRDO/Cancer%20Trends%20Report%202009-2013%2020141103.pdf. The NRDO has not providedits consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 ofthe Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent havetaken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted anindependent review or verified the accuracy or completeness of such information. Please also see the section titledGeneral and Statutory Information Sources of this Offer Document.

Source: The Singapore Department of Statistics information table entitled Time Series on Per Capita GNI atCurrent Market Prices on its website: http://www.singstat.gov.sg/statistics/browse_by_theme/economy/time_series/gnp.xls. The Singapore Department of Statistics has not provided its consent, for the purposes ofSection 249 of the Securities and Futures Act, to the inclusion of the above information extracted from its websiteand is thereby not liable for such information under Sections 253 and 254 of the Securities and Futures Act. Whilewe and the Sponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensurethat the relevant information has been reproduced in its proper form and context, neither we, the Sponsor, IssueManager, Underwriter and Placement Agent nor any other party has conducted an independent review or verifiedthe accuracy or completeness of such information. Please also see the section titled General and StatutoryInformation Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP

(b)

Increase in total population and aging population

Singapores total population (comprising Singapore residents (i.e. citizens and permanentresidents) and non-residents (i.e. foreigners including those working, studying or living inSingapore but not granted permanent residence, but excluding tourists and short-termvisitors) has been steadily increasing, as can be seen in the table below. 1

Total population (000)

TFRLive births

2011

2012

2013

5,183.7

5,312.4

5,399.2

1.20

1.29

1.19

39,654

42,663

39,720

The total population may further grow to between 6.5 million and 6.9 million by 2030,depending on various factors. 2In addition, falling birth rates and increasing life expectancies may result in an ageingpopulation. At current birth rates and without immigration, the median age of Singaporespopulation will be around 47 years old in 2030 2, as compared to the current median age of40. As the population of Singapore ages, there may be an increase in the incidences offemales suffering from certain diseases such as breast cancer which is more common inwomen above 40 years old.We believe that such changes in demography in Singapore are likely to increase the demandfor medical services.

Source: Tables 1.10, 3.1 and 3.6 of the Yearbook of Statistics in Singapore 2014 provided by the Department ofStatistics Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department ofStatistics has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to theinclusion of the above information extracted from its website and is thereby not liable for such information underSections 253 and 254 of the Securities and Futures Act. While we and the Sponsor. Issue Manager, Underwriter andPlacement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in itsproper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any otherparty has conducted an independent review or verified the accuracy or completeness of such information. Pleasealso see the section titled General and Statutory Information Sources of this Offer Document.

Source: Population White Paper: A sustainable population for a Dynamic Singapore provided by the NationalPopulation and Talent Division on the website: http://www.nptd.gov.sg/content/NPTD/news/_jcr_content/par_content/download_98/file.res/population-white-paper.pdf. The National Population and Talent Division has notprovided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 ofthe Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent havetaken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted anindependent review or verified the accuracy or completeness of such information. Please also see the section titledGeneral and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP

(c)

Government initiativesSingapore is a recognised regional medical hub which attracts many overseas patientsannually for excellent, accessible and a wide range of medical services. In addition,SingaporeMedicine, a multi-agency government initiative was launched in 2003 to promoteand establish Singapore as one of Asias leading medical hubs. It is estimated that each year,about 400,000 foreigners travel to Singapore to seek medical treatment. 1 We believe that theSingapore governments efforts to promote Singapore as a medical hub will boost medicaltravel and encourage more mothers-to-be to seek O&G treatment in Singapore.Since 2001, the Singapore government has introduced initiatives to increase national birthrates. In 2013, the Singapore government implemented the S$2 billion Enhanced Marriageand Parenthood Package to promote parenthood. This could potentially encourage familiesto have more children, which would increase the demand for our O&G services.

Our labour costs and costs of treatments, medical equipment and drugs is likely to remain stable,while the rent on the properties leased by our Group may increase in the long term. Save asdisclosed above, and as disclosed in the section titled Risk Factors of this Offer Document andbarring any unforeseen circumstances, our Directors are not aware of any other significant recenttrends in the costs and selling prices of our treatment or any other known trends, uncertainties,demands, commitments or events that are reasonably likely to have a material effect on our netsales or revenue, profitability, liquidity or capital resources, or that would cause financialinformation disclosed in this Offer Document to be not necessarily indicative of our futureoperating results or financial condition. Please also refer to the section titled Cautionary Note onForward-Looking Statements of this Offer Document.SEASONALITYWe do not experience any significant seasonality patterns in our business, save that demand forour obstetrics services tends to be higher in the Year of the Dragon, which is regarded by theChinese as the most auspicious in the almanac. In FY2014, our Group delivered approximately1,462 babies. Historical national data 2 also shows significantly higher number of births in the Yearof the Dragon as set out in the table below. In addition, Singapore has experienced a generalincrease in the number of live births from 2005 to 2013.

Source: SingaporeMedicine: http://www.singaporemedicine.com/abt_us/abt_us1.asp. SingaporeMedicine has not

provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the aboveinformation extracted from its website and is thereby not liable for such information under Sections 253 and 254 ofthe Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent havetaken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted anindependent review or verified the accuracy or completeness of such information. Please also see the section titledGeneral and Statutory Information Sources of this Offer Document.

number-of-births-and-deaths. The Singapore Department of Statistics has not provided its consent, for the purposesof Section 249 of the Securities and Futures Act, to the inclusion of the above information extracted from its websiteand is thereby not liable for such information under Sections 253 and 254 of the Securities and Futures Act. Whilewe and the Sponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensurethat the relevant information has been reproduced in its proper form and context, neither we, the Sponsor, IssueManager, Underwriter and Placement Agent nor any other party has conducted an independent review or verifiedthe accuracy or completeness of such information. Please also see the section titled General and StatutoryInformation Sources of this Offer Document.

124

GENERAL INFORMATION ON OUR GROUP

Year

Live Births

Chinese Zodiac

Year on year change

1987

43,616

Rabbit

1988

52,957

Dragon

21.4%

1989

47,669

Snake

-10.0%

1990

51,142

Horse

7.3%

1991

49,114

Goat

-4.0%

1992

49,402

Monkey

0.6%

1993

50,225

Rooster

1.7%

1994

49,554

Dog

-1.3%

1995

48,635

Pig

-1.9%

1996

48,577

Rat

-0.1%

1997

47,333

Ox

-2.6%

1998

43,664

Tiger

-7.8%

1999

43,336

Rabbit

-0.8%

2000

46,997

Dragon

8.4%

2001

41,451

Snake

-11.8%

2002

40,760

Horse

-1.7%

2003

37,485

Goat

-8.0%

2004

37,174

Monkey

-0.8%

2005

37,492

Rooster

0.9%

2006

38,317

Dog

2.2%

2007

39,490

Pig

3.1%

2008

39,826

Rat

0.9%

2009

39,570

Ox

-0.6%

2010

37,967

Tiger

-4.1%

2011

39,654

Rabbit

4.4%

2012

42,663

Dragon

7.6%

2013

39,720

Snake

-6.9%

2014

42,217

Horse

6.3%

OUR ORDER BOOK

Due to the nature of our business, we do not maintain an order book. While our medical clinicsmaintains a register for advance patient appointments, these appointments may be cancelled orpostponed and thus do not constitute orders on hand.

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GENERAL INFORMATION ON OUR GROUP

OUR BUSINESS STRATEGIES AND FUTURE PLANS(i)

Expand our business operations locally and regionally through organic growth, joint venturesand acquisitions.We intend to develop and expand our existing business operations by acquiring and/oropening more clinics, particularly in areas where we are currently unrepresented. We intendto utilise S$3,000,000 from the proceeds of this Invitation to acquire or establish new medicalclinics.Beyond physical representation, our market presence, reputation and growth are directlyrelated to our ability to attract skilled and qualified healthcare professionals. We plan to hiremore healthcare professionals, especially O&G specialist medical practitioners, and hope toattract and retain them by offering an initial patient load, good working conditions andcompetitive remuneration packages.In the longer term, we would like to have a regional presence. We are currently exploring thepossibility of partnering or entering into joint ventures with regional partners with the aim ofseconding specialist medical practitioners to work for a period of time in those countriesand/or developing and deploying a telemedicine model where we are able to provide medicalexpertise remotely. In time, we may expand our presence in those countries by acquiringlocal clinics, employing local specialist medical practitioners and/or establishing new clinicsin those countries. Countries which we see significant potential include Myanmar, IndoChina, Malaysia and certain parts of the PRC.

(ii)

Investments in healthcare professionals and synergistic businesses

To ensure that we are at the forefront of the industry, we intend to constantly upgrade ourGroup by expanding our offering of specialist services available to patients. These additionalspecialist services may include:

infertility and IVF services;

child care services;

paediatrics including neonatology; and

gynaecological cancer specialties.

We intend to achieve the foregoing expansion by investing in our healthcare professionals

and allowing them access to the latest technology, as well as to relevant developments andtraining. In addition, we plan to provide them with sufficient opportunity and time to furthertheir own professional development and respective areas of expertise.We also intend to offer ancillary goods and services to patients, such as quality goods thatare not easily available in Singapore. These may include a range of organic products, lowallergy supplements and niche products. These will be offered at competitive prices and maybe done so through the use of the internet and social media.

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GENERAL INFORMATION ON OUR GROUP

We also intend to incorporate, partner or acquire medical ancillary services so that we canoffer a more holistic approach to patients through a combination of diagnostic, therapeuticand custodial care. This may include the establishment of more clinics or the acquisition ofexisting synergistic businesses such as provider of screening and imaging services.(iii) Diversify and grow our patient baseWe intend to diversify our patient base, which currently comprises mainly individual patients,to include more corporate clients. To this end, we intend to customise and provide womenshealthcare packages targeted at corporate clients, including multinational corporations.We believe that medical tourism in Singapore has tremendous potential for growth, due to therising level of economic growth and affluence in Asia and Singapores reputation as aregional medical hub. We intend to attract more medical travellers by marketing ourselves inselected ASEAN countries and PRC. We intend to undertake such marketing by setting upoverseas sales representative offices and/or establish a network of overseas sales agents insuch selected countries.

127

INTERESTED PERSON TRANSACTIONS

Transactions between our Group and any of its interested persons (namely, our Directors, CEOor Controlling Shareholders or the Associates of such Directors, CEO or Controlling Shareholders)are known as interested person transactions (as defined in Chapter 9 of the Listing Manual). Thefollowing is a discussion of our Groups interested person transactions for the Relevant Period.Save as disclosed below and in the sections titled Restructuring Exercise, History andMilestones and Directors, Executive Officers and Employees of this Offer Document, noDirector, CEO, Controlling Shareholder or their respective Associates (collectively, referred to asInterested Persons) was or is interested in any material transaction undertaken by our Groupin the Relevant Period.PAST INTERESTED PERSON TRANSACTIONSSave as disclosed below and in the sections titled Restructuring Exercise and History andMilestones of this Offer Document, there were no past interested person transactions.In March 2011, Choo Wan Ling Womens Clinic entered into a lease agreement with Lee & LeeClinic Pte Ltd and Avesa Pte Ltd in respect of a part of the premise at 6 Napier Road, #08-14/15/16Gleneagles Medical Centre, Singapore 258499 for a period of two (2) years from 1 March 2011 to28 February 2013, at a monthly rental of S$4,669 (inclusive of S$1,000 for the rental of furniture)for the period from 1 March 2011 to 31 December 2011, and at a monthly rental of S$9,338(inclusive of S$2,000 for the rental of furniture) for the period from 1 January 2012 to 28 February2013. Dr. Lee Keen Whye, our Executive Chairman, is a director and shareholder of Lee & LeeClinic Pte Ltd and Avesa Pte Ltd.In line with the review of the rent leasing system, it was decided that all users of the premises at6 Napier Road, #08-14/15/16 Gleneagles Medical Centre, Singapore 258499 will make paymentto K W Lee Clinic, who will in turn make a single payment to the landlords of the premises, withLee & Lee Clinic Pte Ltd and Avesa Pte Ltd. Accordingly, a sub-lease agreement was entered intobetween Choo Wan Ling Womens Clinic and K W Lee Clinic instead. K W Lee Clinic had in April2012, entered into a lease agreement with Lee & Lee Clinic Pte Ltd and Avesa Pte Ltd in respectof the whole of the premises at 6 Napier Road, #08-14/15/16 Gleneagles Medical Centre,Singapore 258499 for a period of three (3) years and five (5) months from 6 January 2011 to 31May 2014, at a monthly rental of S$28,000 (inclusive of S$8,000 for the rental of furniture).Our Directors are of the opinion that the above transactions were on an arms length basis and itwas based on normal commercial terms and the prevailing market rate. The lease, andaccordingly, the sub-lease, has since come to an end, and has been superseded by thearrangement disclosed below in the section titled Interested Person Transactions Present andOngoing Interested Person Transactions of this Offer Document.In January 2013, Transview Decor Pte Ltd provided renovation services in respect of the first floorof 34 Cassia Crescent, #01-80, Singapore 390034 for an aggregate consideration of S$127,832.The renovation was completed in April 2013. Our CAO, Ms. Heng Tong Bwee, who is also thesister of Dr. Heng Tung Lan, was a shareholder and director of Transview Decor Pte Ltd at therelevant time, although she has since resigned as director.Our Directors are of the opinion that the above transaction was on an arms length basis and it wasbased on normal commercial terms and the prevailing market rate for similar services. OurDirectors do not intend to continue the above transaction with Transview Decor Pte Ltd after theListing Date as they were one-off transactions.

128

INTERESTED PERSON TRANSACTIONS

In March 2013, K W Lee Clinic entered into a lease agreement with Surgeons InternationalHoldings Pte Ltd in respect of a part of the premise at 6 Napier Road, #08-14/15/16 GleneaglesMedical Centre, Singapore 258499 for a period of one (1) year from 1 March 2013 to 28 February2014, at a monthly rental of S$2,500. Dr. Lee Keen Whye, our Executive Chairman, is a directorof K W Lee Clinic and was a director and shareholder of Surgeons International Holdings Pte. Ltd.at the relevant time, although he has since resigned as director and ceased to be a shareholder.Our Directors are of the opinion that the above transaction was on an arms length basis and it wasbased on normal commercial terms and the prevailing market rate. The lease has since come toan end.PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS(a)

Lease of Premises from Lee & Lee Clinic Pte Ltd and Avesa Pte LtdOur Group has been leasing the premises at 6 Napier Road, #08-14/15/16 GleneaglesMedical Centre, Singapore 258499, which has an approximate floor size of 1991 sq ft, fromLee & Lee Clinic Pte Ltd and Avesa Pte Ltd for use as a medical clinic. Dr. Lee Keen Whye,our Executive Chairman, is a director and shareholder of Lee & Lee Clinic Pte Ltd and AvesaPte Ltd.Under the existing lease agreement dated 1 June 2014, the lease is for an initial period oftwenty-four (24) months from 1 June 2014 to 31 May 2016 at a monthly rental of S$31,675,subject to an increased monthly rental of up to S$38,000 upon the full utilisation of existingspace. As at 1 December 2014, the full monthly rental of S$38,000 will be paid until the endof the lease. Upon the expiry of the initial lease period, our Group has an option to renew thelease for another two (2) years on the same terms and conditions except for the option forrenewal and that the rental shall be agreed by the Group, Lee & Lee Clinic Pte Ltd and AvesaPte Ltd.The aggregate rental and related charges incurred and paid by our Group to Dr. Lee KeenWhye in respect of such lease during the Relevant Period are as follows:

Rental and related charges

incurred and paid by ourGroup

FY2012(S$000)

FY2013(S$000)

FY2014(S$000)

1 January 2015up to the LatestPracticable Date(S$000)

336

336

371

152

The above transaction is carried out on an arms length basis as the current monthly rentalwas based on the prevailing market rate at the time the lease agreement was entered into.As at the Latest Practicable Date, the outstanding term of this lease is approximately thirteen(13) months. We intend to renew the current lease upon expiry of the initial lease period, onnormal commercial terms and on an arms length basis such that the terms will not be lessfavourable compared to what we would obtain from third party tenants or operators. Suchterms will also be subject to the review and approval of our Audit Committee.

129

INTERESTED PERSON TRANSACTIONS

After our admission to Catalist, all such transactions including any renewal of leases orchange in terms of the leases will be conducted in accordance with such guidelines asdescribed in the section titled Interested Person Transactions Guidelines and ReviewProcedures for Future Interested Person Transactions of this Offer Document andrequirements of Chapter 9 of the Listing Manual. If required under the Listing Manual, theCompanies Act or the Securities Futures Act, we will seek Shareholders approval for suchtransactions.(b)

Lease of Premises from Dr. Heng Tung Lan

Our Group has been leasing the first floor of 34 Cassia Crescent, #01-80, Singapore 390034,which has an approximate floor area of 1,033 sq ft, from Dr. Heng Tung Lan for use as amedical clinic (the First Floor Lease).Under the initial lease agreement dated 15 February 2013, the lease was for an initial periodof two (2) years from 1 March 2013 to 28 February 2015. The rental was at a monthly rateof S$6,000 from 1 March 2013 to 31 August 2013 and S$5,000 from 1 September 2013 to 28February 2015.The First Floor Lease was renewed on 1 January 2015 and a fresh lease agreement wasentered into. Under the existing lease agreement dated 1 January 2015, the lease is for aperiod of two (2) years from 1 March 2015 to 28 February 2017. The rental is at a monthlyrate of S$5,000. Upon the expiry of the initial lease period, our Group has an option to renewthe lease for another three (3) years at a rental to be agreed based on the prevailing marketrent but otherwise containing the same terms and conditions (with the exception of the optionfor renewal).In addition, our Group has also been leasing the second floor of 34 Cassia Crescent, #01-80,Singapore 390034, which has an approximate floor area of 1,313 sq ft, from Dr. Heng TungLan for use as a corporate office (the Second Floor Lease).Under the existing lease agreement dated 1 August 2013, the lease is for an initial period ofthree (3) years from 1 August 2013 to 31 July 2016 at a monthly rental of S$2,500. Upon theexpiry of the initial lease period, our Group has an option to renew the lease for another three(3) years at a rental to be agreed based on the prevailing market rent but otherwisecontaining the same terms and conditions (with the exception of the option for renewal).The aggregate rental and related charges incurred and paid by our Group to Dr. Heng TungLan in respect of the First Floor Lease and the Second Floor Lease during the RelevantPeriod are as follows:

Rental and related charges

incurred and paid by ourGroup

FY2012(S$000)

FY2013(S$000)

FY2014(S$000)

1 January 2015up to the LatestPracticable Date(S$000)

69

90

30

130

INTERESTED PERSON TRANSACTIONS

The above transactions are carried out on an arms length basis as the current monthlyrentals were based on the prevailing market rate at the time the lease agreements wereentered into. As at the Latest Practicable Date, the outstanding term of the First Floor Leaseis approximately 22 months, and the outstanding term of the Second Floor Lease isapproximately 15 months. We intend to renew the current leases upon expiry of theirrespective initial lease periods, on normal commercial terms and on an arms length basissuch that the terms will not be less favourable compared to what we would obtain from thirdparty tenants or operators. Such terms will also be subject to the review and approval of ourAudit Committee.After our admission to Catalist, all such transactions including any renewal of leases orchange in terms of the leases will be conducted in accordance with such guidelines asdescribed in the section titled Interested Person Transactions Guidelines and ReviewProcedures for Future Interested Person Transactions of this Offer Document andrequirements of Chapter 9 of the Listing Manual. If required under the Listing Manual, theCompanies Act or the Securities Futures Act, we will seek Shareholders approval for suchtransactions.GUIDELINES ANDTRANSACTIONS

REVIEW

PROCEDURES

FOR

FUTURE

INTERESTED

PERSON

To ensure that future transactions with Interested Persons are undertaken on normal commercialterms and are consistent with our Groups usual business practices and policies, which aregenerally no more favourable than those extended to unrelated third parties, the followingprocedures will be followed.The Audit Committee comprising Independent Directors only shall approve and then review allInterested Person Transactions on a quarterly basis.In relation to any purchase of products or procurement of services by us from Interested Persons,submissions from at least two (2) unrelated third parties in respect of the same or substantially thesame type of product or service will be used as comparison wherever possible. The AuditCommittee will take into account the suitability, quality, timeliness in delivery and cost of theproduct or service, and the experience and expertise of the supplier. Transactions with suchInterested Persons shall not be on terms less favourable to our Group than those with unrelatedthird parties.In relation to any sale of products or provision of services by us to Interested Persons, the priceand terms of two (2) other completed transactions of the same or substantially the same type oftransactions to unrelated third parties are to be used as comparison wherever possible.Transactions with such Interested Persons shall not be on terms less favourable to our Group thanthose with unrelated third parties.When renting properties from or to an interested person, our Audit Committee shall takeappropriate steps to ensure that such rent is commensurate with the prevailing market rates,including adopting measures such as making relevant enquiries with landlords of similarproperties and obtaining suitable reports or reviews published by property agents (as necessary),including independent valuation report by a property valuer, where necessary and/or appropriate.The rent payable shall be based on the most competitive market rental rate of similar propertiesin terms of size and location, based on the results of the relevant enquiries.

131

INTERESTED PERSON TRANSACTIONS

In the event that it is not possible for appropriate information (for comparative purposes) to beobtained, our Audit Committee will determine whether the price, fees and/or the other termsoffered by or to the interested persons are fair and reasonable, and approve such interestedperson transaction. In so determining, our Audit Committee will consider whether the price, feesand/or other terms are in accordance with usual business practices and pricing policies andconsistent with the usual margins and/or terms to be obtained for the same or substantially similartypes of transactions to determine whether the relevant transaction is undertaken at an armslength basis and on normal commercial terms.All interested person transactions above S$100,000 are to be approved by a member of our AuditCommittee who shall not be an interested person in respect of the particular transaction. Allinterested person transactions below S$100,000 are to be approved by our CEO for the time beingor such other senior executive(s) of our Company designated by our Audit Committee from timeto time for such purpose.Any contracts to be made with an interested person shall not be approved unless the pricing isdetermined in accordance with our usual business practices and policies, consistent with theusual margin given or price received by us for the same or substantially similar type oftransactions between us and unrelated parties, and the terms are no more favourable to theinterested person than those extended to or received from unrelated parties.In addition, we shall monitor all interested person transactions entered into by us categorising thetransactions as follows:(a)

a category one interested person transaction is one where the value thereof is equal to orin excess of three per cent. (3.0%) of the NTA of our Group; and

(b)

a category two interested person transaction is one where the value thereof is below threeper cent. (3.0%) of the NTA of our Group.

Category one interested person transactions must be approved by our Audit Committee prior toentry. Category two interested person transactions need not be approved by our AuditCommittee prior to entry but shall be reviewed on a quarterly basis by our Audit Committee.In respect of all interested person transactions, we shall adopt the following policies:(a)

In the event that a member of our Audit Committee is interested in any interested persontransaction, he will abstain from deliberating, reviewing and/or approving that particulartransaction.

(b)

We shall maintain a register to record all interested person transactions which are enteredinto by our Group, including any quotations obtained from unrelated parties to support theterms of the interested person transactions.

(c)

We shall incorporate into our internal audit plan a review of all interested person transactionsentered into by our Group.

(d)

Our Audit Committee shall review the internal audit reports at least yearly to ensure that allinterested person transactions are carried out on an arms length basis and in accordancewith the procedures outlined above. Furthermore, if during these periodic reviews, our AuditCommittee believes that the guidelines and procedures as stated above are not sufficient toensure that the interests of minority Shareholders are not prejudiced, we will adopt newguidelines and procedures. The Audit Committee may request for an independent financialadvisers opinion as it deems fit.132

INTERESTED PERSON TRANSACTIONS

We shall ensure that all interested person transactions comply with the provisions in Chapter 9 ofthe Listing Manual, and if required, we will seek independent Shareholders approval for suchtransactions. In accordance with Rule 919 of the Listing Manual, interested persons and theirAssociates shall abstain from voting on resolutions approving interested person transactionsinvolving themselves and our Group. In addition, such interested persons shall not act as proxiesin relation to such resolutions unless voting instructions have been given by the Shareholder(s).Our Board of Directors will ensure that all disclosures, approvals and other requirements oninterested person transactions, including those required by prevailing legislation, the ListingManual and relevant accounting standards, are complied with. We will disclose in our annualreport the aggregate value of interested person transactions during the financial year.

133

POTENTIAL CONFLICTS OF INTEREST

INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIR ASSOCIATESSave as disclosed in the section titled Interested Person Transactions of this Offer Document,during the Relevant Period:(a)

none of our Directors, Controlling Shareholders or any of their Associates has any interest,direct or indirect, in any material transactions to which our Company or any of oursubsidiaries was or is a party;

(b)

none of our Directors, Controlling Shareholders or any of their Associates has any interest,direct or indirect, in any entity carrying on the same business or dealing in similar productswhich competes materially and directly with the existing business of our Group; and

(c)

none of our Directors, Controlling Shareholders or any of their Associates has any interest,direct or indirect, in any enterprise or company that is our corporate client or supplier ofgoods or services.

INTERESTS OF THE SPONSOR, ISSUE MANAGER, UNDERWRITER AND PLACEMENT

AGENTIn the reasonable opinion of our Directors, the Sponsor, Issue Manager, Underwriter andPlacement Agent, Hong Leong Finance, does not have any material relationships with ourCompany save as disclosed below and in the section titled Management, Underwriting andPlacement Arrangements of this Offer Document:(a)

Hong Leong Finance is the Sponsor, Issue Manager, Underwriter and Placement Agent of theInvitation; and

(b)

Hong Leong Finance will be the continuing sponsor of our Company for an initial period ofthree (3) years from the date our Company is admitted and listed on Catalist.

Dr. Lee Keen

Dr. Beh Suan

Dr. Choo Wan

Ling

Dr. NatalieChua

Dr. RadhikaLakshmanan

Dr. RadhikaLakshmanan

Clinicslocated inCassiaCrescentDr. HengTung Lan

Clinicslocated inMountElizabethNovenaSpecialistCentre

Dr. NatalieChua

Dr. CindyPang

The Medical Advisory Committee assists the Board in setting medical and drug policies andprocedures. The Medical Advisory Committee also undertakes performance and peer reviews ofall medical professionals within the Group.DIRECTORSOur Directors are entrusted with the responsibility for the overall management and organisationof our Group. The particulars of our Directors as at the date of this Offer Document are set outbelow:Name

Age

Address

Position

Dr. Lee Keen Whye

61

34 Cassia Crescent, #01-80

Singapore 390034

Executive Chairman

Dr. Heng Tung Lan

58

34 Cassia Crescent, #01-80

Singapore 390034

Executive Director

Dr. Beh Suan Tiong

52

34 Cassia Crescent, #01-80

Singapore 390034

Executive Director

135

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Name

Age

Address

Position

Mr. Christopher Chong

Meng Tak

56

34 Cassia Crescent, #01-80

Singapore 390034

Lead IndependentDirector

Mr. Chan Heng Toong

65

34 Cassia Crescent, #01-80

Singapore 390034

Independent Director

Mr. Chooi Yee-Choong

53

34 Cassia Crescent, #01-80

Singapore 390034

Independent Director

None of our Directors are related to each other. Dr. Heng Tung Lan, one of our Directors, is thesister of Ms. Heng Tong Bwee, our CAO and an Executive Officer.The working and business experience of our Directors and their areas of responsibility within ourGroup are set out below:Dr. Lee Keen Whye (Executive Chairman)Dr. Lee Keen Whye is a graduate of the National University of Singapore qualifying with a MBBS.He subsequently specialised in O&G and was awarded both with a FRCOG from the RoyalCollege of Obstetricians and Gynaecologists, United Kingdom, and a FAMS from the NationalUniversity of Singapore. As noted above, Dr. Lee Keen Whye is a renowned O&G specialist anda Consultant Obstetrician and Gynaecologist at the Gleneagles Medical Centre.Dr. Lee Keen Whyes specialty includes endoscopy especially in hysteroscopy, laparoscopy andvaginal rejuvenation. He was the Chairman of the Minimally Invasive Surgery Centre, GleneaglesHospital between 2001 to 2008. He was the President, from 2003 to 2005, of the OGSS. He wasthe Chairman of Surgeons International Holdings Pte. Ltd., an established medical marketinggroup in Singapore, from 2005 to 2010. He is a founder member of the Asia-Pacific Associationof Gynaecological Endoscopists (APAGE). He is also an Associate of the Laser Vaginal Instituteof Los Angeles, USA.In 1996, Dr. Lee Keen Whye was awarded the Singapore Armed Forces HQ Army MedicalServices (National Servicemen of the year) award. In 2003, he was awarded the Benjamin HenrySheares Gold Medal award.Dr. Heng Tung Lan (Executive Director)Dr. Heng Tung Lan is the leading Consultant Obstetrician and Gynaecologist practicing inParkway East Medical Centre. She graduated from the National University of Singapore qualifyingwith a Bachelors degree in Medicine and Surgery. Dr. Heng Tung Lan subsequently specialisedin O&G, was awarded a MMed (O&G) and was admitted to the Academy of Medicine, Singapore.Dr. Heng Tung Lan established her private practice in September 1993. Her medical andinterpersonal skills make her very popular and sought after. In 2014, Dr. Heng Tung Lan deliveredmore than 755 babies.

136

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Dr. Beh Suan Tiong (Executive Director)Dr. Beh Suan Tiong graduated from the National University of Singapore in 1987 with a MBBS. Hesubsequently specialised in womens healthcare and became a Member of the Royal College ofObstetricians and Gynaecologists, United Kingdom. Thereafter, he was awarded a FAMS from theAcademy of Medicine, Singapore. Dr. Beh Suan Tiong is a Consultant Obstetrician andGynaecologist at the Thomson Medical Centre.As highlighted above, Dr. Beh Suan Tiong specialises in minimally invasive surgery and is a seniorconsultant in the Minimally Invasive Surgery Unit in KK Womens and Childrens Hospital on apart-time basis. He is a firm believer in continuous medical education and is the first doctorrecipient of the KK Service from the Heart Award, which recognises excellence in service.Dr. Beh Suan Tiong was the past President of the OGSS and the past treasurer of the College ofO&G, Singapore. His current appointments include Chairman of the Operating Room and ICUCommittee of Thomson Medical Centre, Member of the medical advisory board of ThomsonMedical Centre, Chairman of the Gynaecology Endoscopy Subsection, and part-time SeniorConsultant of the minimally invasive unit in the Department of Obstetrics and Gynaecology of KKWomens and Childrens Hospital.Mr. Christopher Chong Meng Tak (Lead Independent Director)Mr. Christopher Chong Meng Tak is a partner and co-founder of ACH Investments Pte Ltd, aspecialist corporate advisory firm in Singapore. He has significant experience as a director oflisted companies, and he is currently an independent director of several listed companiesincluding ASL Marine Holdings Ltd and Ying Li International Real Estate Limited on the SGX-STand GLG Corp Ltd and Koon Holdings Limited on the Australian Stock Exchange. Mr. Chong isalso a director/trustee of several private companies, trusts and international funds.Mr. Chong has significant experience in capital markets, securities law, corporate governance andcorporate affairs. He was a multi-award winning analyst and the managing director of HSBCSecurities (Singapore) Pte Ltd, formerly known as HSBC James Capel Securities (Singapore) PteLtd, and prior to this was an executive director of UOB Kay Hian Holdings Ltd, formerly known asKay Hian James Capel Ltd. Mr. Chong holds a Bachelor of Science degree in Economics (1stHonours) from the University College of Wales and a Master of Business Administration degreefrom the London Business School. He is a member of the Institute of Chartered Accountants ofScotland, a Fellow of the Australian Institute of CPAs, a Fellow of the Hong Kong Institute ofCertified Public Accountants, a Fellow of the Singapore Institute of Directors, a Fellow of theAustralian Institute of Company Directors and a Master Stockbroker of the Securities andDerivatives Industry Association of Australia.Mr. Chan Heng Toong (Independent Director)Mr. Chan Heng Toong has more than 30 years of experience in banking. He was the Head ofInvestment Banking in HL Bank prior to his retirement in February 2013.Mr. Chan Heng Toong started his career in Diethelm Singapore Pte. Ltd. (now known as DiethelmKeller Property & Investment Pte. Ltd.) in 1975 and left in 1977 to pursue his post-graduatestudies. He joined Citibank N.A. as its relationship officer in 1979, and was promoted to itsvice-president in 1984. He joined as vice-president of American Express Bank (NY) from 1988 to1989 where he managed the marketing department. He was the vice-president of the corporatebanking division of Overseas Union Bank Limited in 1989, before serving as the general manager137

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

and chief executive officer of Overseas Union Bank Limited Singapore (Canada) from 1990 to1995. In 1995, he was the vice president of the corporate finance division in Overseas Union BankLimited, and in 2002, he was the director of United Overseas Bank Asia Limited. Thereafter, hewas the managing director of the investment banking division (corporate finance) in UOB in 2008until his departure in 2009. Mr. Chan Heng Toong was appointed as Head, Investment Banking,HL Bank in September 2010, and retired in February 2013. Since 1995, he has been involved inthe initial public offerings of more than 30 local and foreign companies on the SGX-ST. Heobtained a Bachelor of Engineering (Honours) from the University of Singapore in 1973 andMasters of Business Administration (Finance) from the University of British Columbia (Canada) in1979.Mr. Chooi Yee-Choong (Independent Director)Mr. Chooi Yee-Choong has more than 25 years in the airlines and tourism industry, and is currentlythe chief executive officer of Myanmar Airways International Co., Ltd., an airline based in Yangon,Myanmar. Mr. Chooi Yee-Choong started his career in Singapore Airlines Limited in 1984 as amethods analyst, before becoming a systems analyst in 1986. In 1990, he became a marketingexecutive and by 2000, had been promoted through the ranks to become the vice-president(commercial) of Silk Air (Singapore) Private Limited. In 2004, he joined as the head of commercialof Jetstar Asia Airways Pte Ltd, a subsidiary of Jetstar Airways. In 2005, he joined the SingaporeTourism Board as the regional director of Indonesia, Philippines and Brunei. Thereafter, he waspromoted to be the regional director of Indonesia, Philippines, Australia, New Zealand, Brunei andFiji in 2009. In 2011, he joined Jetstar Airways as the chief planning officer. In 2012, he joinedTransAsia Airways as the chief commercial officer before being appointed as the chief executiveofficer of TransAsia Airways. In 2015, he joined Myanmar Airways International Co., Ltd. as itschief executive officer.He obtained a Bachelor of Industrial and Systems Engineering from the Ohio State University in1984.All our Directors possess the relevant experience and expertise to act as our Directors, asevidenced by their business and working experience set out above, and have been informed oftheir roles and responsibilities as a director of a listed company on the SGX-ST. All our Directorshave been informed of their obligations under the Listing Manual as well as the relevant Singaporelaws and regulations.Our Directors who do not have experience on the board of directors of companies listed on theOfficial List of the SGX-ST, have attended a program organised by the Singapore Institute ofDirectors and supported by the SGX-ST to familiarise themselves with the roles andresponsibilities of a director of a listed company on the SGX-ST.None of our Independent Directors sits on the board of any of our subsidiaries or associatedcompanies. The list of past and present directorships of our Directors over the last five (5) yearsup to the Latest Practicable Date and excluding those held in our Company is set out below.

Mr. Chooi Yee-Choong

EXECUTIVE OFFICERSThe day-to-day operations of our Group are entrusted to our Executive Chairman, who is assistedby an experienced and qualified team of Executive Officers. The particulars of our ExecutiveOfficers as at the date of this Offer Document are set out below:Name

Age

Address

Position

Dr. Ng Koon Keng

55

34 Cassia Crescent #01-80

Singapore 390034

CEO

Mr. Eric Choo

35

34 Cassia Crescent #01-80

Singapore 390034

FC

Ms. Heng Tong Bwee

60

34 Cassia Crescent #01-80

Singapore 390034

CAO

The business and working experience and areas of responsibility of our Executive Officers withinthe Group are as follows:Dr. Ng Koon KengDr. Ng Koon Keng became CEO of our Group in August 2011, and is responsible for the overalladministration, operation, business development, marketing and management of our Group.Dr. Ng Koon Keng holds a First Class Honours degree (BMSc.) in Pharmacology and obtained hismedical degree from the University of Dundee (UK). After qualifying, Dr. Ng Koon Keng started histraineeship in Obstetrics and Gynaecology but then decided to pursue a career in family medicineinstead. He became a partner in a successful GP practice servicing the eastern part of Singaporein 1988. In 1997, Dr. Ng joined the financial industry and worked for two (2) leading institutionsbefore returning to medicine in 1998 (and the start of the Asian recession). In 2004, he startedA-Vic Enterprises Pte. Ltd., a media company that produced a lifestyle magazine designed for themedical profession in Singapore. At the end of 2008, he placed the publication on hold when heaccepted an offer to become CEO of Surgeons International Holdings Pte. Ltd., an establishedmedical marketing company in Singapore. During this period, he also served as Medical Advisorto Red Carpet Medical, a premier medical tourism business of Red Carpet Edition Pte. Ltd., and140

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

as a director of the Orchard Surgery Center Pte. Ltd. In 2010, Dr. Ng became the CEO ofAsiamedic Limited, a medical company listed on the SGX-ST. After a short stint he returned to hisposition as CEO of Surgeons International Holdings Pte. Ltd. In 2011, Dr. Ng Koon Keng, togetherwith Dr. Lee Keen Whye and Dr. Heng Tung Lan, decided to form SOG, a comprehensive andintegrated womans medicine business.Mr. Eric ChooMr. Eric Choo joined our Group in June 2014 as the Financial Controller, and oversees thefinancial accounting and reporting function of our Group including cash management, corporategovernance and internal controls. He also oversees our Groups financial operations, corporatesecretarial and tax matters. He has over twelve (12) years of experience in the accounting andfinance sector.Mr. Eric Choo began his career as an Accountant with Pacific Healthcare Holdings Ltd in 2002.Prior to joining our Group, Mr. Eric Choo was an audit senior manager with one of the big fourinternational accounting firms. Mr. Eric Choo has over nine (9) years of audit and assuranceexperience working as an auditor in Singapore and the United States, and his professionalexperience includes providing audit and assurance services to public companies listed on theSGX-ST and stock exchanges in the USA, multi-national corporations and government-linkedcorporations in Singapore.Mr. Eric Choo holds a Bachelor of Business (Accountancy) degree from the Royal MelbourneInstitute of Technology and is currently a non-practising member of the Institute of SingaporeChartered Accountants and CPA Australia.Ms. Heng Tong BweeMs. Heng Tong Bwee became our CAO in November 2013, and oversees, maintains andenhances the administrative structure of the Group, including the supervision and management ofthe staff of the Group, and the planning and implantation of various administrative systems of theGroup. She has been with our Group since the incorporation of our Company.Ms. Heng Tong Bwee holds a degree in Accountancy from the National University of Singapore.After qualifying, Ms. Heng was the Peoples Associations Internal Auditor from December 1977 toMay 1981. She then left to join Foo Kon & Tan (now known as Foo Kon Tan LLP) as an externalauditor. She held this post from May 1981 until January 1984. From January 1984 to October1989, she was the audit manager at Harry Tan & Partners. She was a director at Transview DecorPte Ltd and A-Plan Management Pte Ltd, a position she has held since 1989 and 1990,respectively, until her resignation from both companies in 2013. She became a director and thefinance manager at Heng Clinic for Women in March 2005.

141

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

The list of past and present directorships of each of our Executive Officers over the last five (5)years up to the Latest Practicable Date is set out below:Name

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

To the best of our Directors knowledge, there are no arrangements or undertakings with anySubstantial Shareholders, patients, suppliers or other persons, pursuant to which any of ourDirectors and Executive Officers are appointed.SERVICE AGREEMENTSOn 1 July 2013, our Company entered into separate service agreements with each of ourExecutive Chairman, Dr. Lee Keen Whye, and our Executive Directors, Dr. Beh Suan Tiong andDr. Heng Tung Lan (each an Executive, for the purposes of this section titled Directors,Executive Officers and Employees Service Agreements). On 1 January 2015, our Companyentered into a supplemental agreement in relation to the same with each of the Executives.Dr. Lee Keen Whyes Service AgreementTerm of EmploymentThe employment of the Executive is deemed to have commenced on 1 July 2013 and shallcontinue for a term of five (5) years from the effective date being 1 January 2015 (the Term).Upon the expiry of the Term, the employment may be renewed on such terms and conditions asmay be agreed between the Company and the Executive.TerminationThe employment may be terminated without cause at any time by either party giving to the otherparty six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)months salary based on the last drawn salary of the Executive.The employment shall automatically be terminated forthwith without any notice or payment in lieuof notice if:(a)

the Executive is convicted of any criminal offence (save for an offence under road trafficlegislation for which he is not sentenced to any term of immediate or suspendedimprisonment) and sentenced to any term of immediate or suspended imprisonment; or

(b)

the Executive becomes prohibited from being a director or employee of the Company by lawor by order or directive from any regulatory body or government authority for any reasonwhatsoever.

The Company may also terminate the employment of the Executive forthwith without notice orpayment in lieu of notice if, in the reasonable opinion of the Board, the Executive:(a)

has materially or repeatedly breached or failed to comply with the terms of the serviceagreement (including but not limited to his obligation to maintain the licenses andqualifications required to carry on his medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with hiscreditors generally;

(d)

becomes of unsound mind;

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits the Executive to a degreewhich materially reduces the value of his services to the Group or may discredit the Groupthrough association with the Executive; or

(g)

is incompetent in the performance of his duties.

RemunerationDuring the Term, the Company shall pay the Executive:(a)

a basic salary of S$384,000 per annum, payable in twelve (12) equal monthly instalments inarrears; and

(b)

an annual incentive bonus calculated as follows:

Incentive bonus = (Actual NPAT Minimum NPAT) x 0.2where (for the purposes of calculating the Executives incentive bonus only):Actual NPAT means the audited net profit after tax that is attributable to the Executive forthe relevant financial year of the Company; andMinimum NPAT means S$1,037,897,provided that no incentive bonus shall be payable to the Executive if the Actual NPAT is equalor less than the Minimum NPAT.

The basic salary and the incentive bonus will not be adjusted during the Term unless approved bythe Board (taking into account the recommendations of the Remuneration Committee).The Company shall reimburse the Executive for all travelling and other out-of-pocket expensesreasonably incurred by him in the process of discharging his duties hereunder upon the Executiveproviding the Company with such vouchers or other evidence of the payment of such expenses asthe Company may require.Non-CompetitionThe Executive shall not during the term of his employment and within a period of six (6) monthsupon the termination thereof, in all territories where the Company or any of its subsidiaries (each,a Group Company) operates directly or indirectly, except with the Companys prior writtenconsent:(a)

either on his own account or for any other person directly or indirectly solicit, interfere withor endeavour to entice away from any Group Company any person who to his knowledge isnow or has been a client, customer or employee of, or in the habit of dealing with, any GroupCompany;

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly orindirectly carry on or be engaged or concerned or interested in any business which shall bein competition with the business carried on by any Group Company as at the date hereof oras at the time of termination of the Executives employment hereunder (as the case may be)(the Relevant Business);

(c)

act as a director or otherwise of any other person, firm or company engaging directly orindirectly in the Relevant Business which is in competition with the business of any GroupCompany; and

(d)

cause or permit any person or entity directly or indirectly under his control or in which he hasany beneficial interests to do any of the foregoing acts or things.

The Executive further agrees with the Company that he shall not during her employment and uponthe termination of her employment hereunder without limit in point of time, directly or indirectly,except with the Companys prior written consent:(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection withany business; and

(b)

use any trade mark of any Group Company in connection with any business.

The Executive also agrees with the Company that he shall not during his employment and uponthe termination of his employment hereunder directly or indirectly, except with the Companys priorwritten consent, disclose to any person, or himself use for any purpose, and shall use his bestendeavours to prevent the publication or disclosure of, and information concerning the business,accounts or finances of any Group Company or any of its clients or customers transactions oraffairs, which may, or may have, come to his knowledge.Dr. Heng Tung Lans Service AgreementTerm of EmploymentThe employment of the Executive is deemed to have commenced on 1 July 2013 and shallcontinue for a term of five (5) years from the effective date being 1 January 2015 (the Term).Upon the expiry of the Term, the employment may be renewed on such terms and conditions asmay be agreed between the Company and the Executive.TerminationThe employment may be terminated without cause at any time by either party giving to the otherparty six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)months salary based on the last drawn salary of the Executive.The employment shall automatically be terminated forthwith without any notice or payment in lieuof notice if:(a)

the Executive is convicted of any criminal offence (save for an offence under road trafficlegislation for which she is not sentenced to any term of immediate or suspendedimprisonment) and sentenced to any term of immediate or suspended imprisonment; or

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

(b)

the Executive becomes prohibited from being a director or employee of the Company by lawor by order or directive from any regulatory body or government authority for any reasonwhatsoever.

The Company may also terminate the employment of the Executive forthwith without notice orpayment in lieu of notice if, in the reasonable opinion of the Board, the Executive:(a)

has materially or repeatedly breached or failed to comply with the terms of the serviceagreement (including but not limited to her obligation to maintain the licenses andqualifications required to carry on her medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with hercreditors generally;

(d)

becomes of unsound mind;

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits the Executive to a degreewhich materially reduces the value of her services to the Group or may discredit the Groupthrough association with the Executive; or

(g)

is incompetent in the performance of his duties.

RemunerationDuring the Term, the Company shall pay the Executive:(a)

a basic salary of S$1,000,000 per annum, payable in twelve (12) equal monthly instalmentsin arrears; and

(b)

an annual incentive bonus calculated as follows:

Incentive bonus = (Actual NPAT Minimum NPAT) x 0.2where (for the purposes of calculating the Executives incentive bonus only):Actual NPAT means the audited net profit after tax that is attributable to the Executive forthe relevant financial year of the Company; andMinimum NPAT means S$1,849,852,provided that no incentive bonus shall be payable to the Executive if the Actual NPAT is equalor less than the Minimum NPAT.

The basic salary and the incentive bonus will not be adjusted during the Term unless approved bythe Board (taking into account the recommendations of the Remuneration Committee).

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

The Company shall reimburse the Executive for all travelling and other out-of-pocket expensesreasonably incurred by her in the process of discharging her duties hereunder upon the Executiveproviding the Company with such vouchers or other evidence of the payment of such expenses asthe Company may require.Non-CompetitionThe Executive shall not during the term of her employment and within a period of six (6) monthsupon the termination thereof, in all territories where the Company or any of its subsidiaries (each,a Group Company) operates directly or indirectly, except with the Companys prior writtenconsent:(a)

either on her own account or for any other person directly or indirectly solicit, interfere withor endeavour to entice away from any Group Company any person who to her knowledge isnow or has been a client, customer or employee of, or in the habit of dealing with, any GroupCompany;

(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly orindirectly carry on or be engaged or concerned or interested in any business which shall bein competition with the business carried on by any Group Company as at the date hereof oras at the time of termination of the Executives employment hereunder (as the case may be)(the Relevant Business);

(c)

act as a director or otherwise of any other person, firm or company engaging directly orindirectly in the Relevant Business which is in competition with the business of any GroupCompany; and

(d)

cause or permit any person or entity directly or indirectly under her control or in which shehas any beneficial interests to do any of the foregoing acts or things.

The Executive further agrees with the Company that she shall not during her employment andupon the termination of her employment hereunder without limit in point of time, directly orindirectly, except with the Companys prior written consent:(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection withany business; and

(b)

use any trade mark of any Group Company in connection with any business.

The Executive also agrees with the Company that she shall not during her employment and uponthe termination of her employment hereunder directly or indirectly, except with the Companysprior written consent, disclose to any person, or herself use for any purpose, and shall use herbest endeavours to prevent the publication or disclosure of, and information concerning thebusiness, accounts or finances of any Group Company or any of its clients or customerstransactions or affairs, which may, or may have, come to her knowledge.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Dr. Beh Suan Tiongs Service AgreementTerm of EmploymentThe employment of the Executive is deemed to have commenced on 1 July 2013 and shallcontinue for a term of five (5) years from the effective date being 1 January 2015 (the Term).Upon the expiry of the Term, the employment may be renewed on such terms and conditions asmay be agreed between the Company and the Executive.TerminationThe employment may be terminated without cause at any time by either party giving to the otherparty six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)months salary based on the last drawn salary of the Executive.The employment shall automatically be terminated forthwith without any notice or payment in lieuof notice if:(a)

the Executive is convicted of any criminal offence (save for an offence under road trafficlegislation for which he is not sentenced to any term of immediate or suspendedimprisonment) and sentenced to any term of immediate or suspended imprisonment; or

(b)

the Executive becomes prohibited from being a director or employee of the Company by lawor by order or directive from any regulatory body or government authority for any reasonwhatsoever.

The Company may also terminate the employment of the Executive forthwith without notice orpayment in lieu of notice if, in the reasonable opinion of the Board, the Executive:(a)

has materially or repeatedly breached or failed to comply with the terms of the serviceagreement (including but not limited to his obligation to maintain the licenses andqualifications required to carry on his medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with hiscreditors generally;

(d)

becomes of unsound mind;

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits the Executive to a degreewhich materially reduces the value of his services to the Group or may discredit the Groupthrough association with the Executive; or

(g)

is incompetent in the performance of his duties.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

RemunerationDuring the Term, the Company shall pay the Executive:(a)

a basic salary of S$444,000 per annum, payable in twelve (12) equal monthly instalments inarrears; and

for each of the financial years ending 31 December 2013 and 2014, S$830,000; and

(ii)

for each of the financial years ending 31 December 2015, 2016, 2017, 2018 and 2019,S$1,000,000,

provided that no incentive bonus shall be payable to the Executive if the Actual NPAT is equalor less than the Minimum NPAT.The basic salary and the incentive bonus will not be adjusted during the Term unless approved bythe Board (taking into account the recommendations of the Remuneration Committee).The Company shall reimburse the Executive for all travelling and other out-of-pocket expensesreasonably incurred by him in the process of discharging his duties hereunder upon the Executiveproviding the Company with such receipts or other evidence of the payment of such expenses asthe Company may require.Non-CompetitionThe Executive shall not during the term of his employment and within a period of six (6) monthsupon the termination thereof, in all territories where the Company or any of its subsidiaries (each,a Group Company) operates directly or indirectly, except with the Companys prior writtenconsent:(a)

either on his own account or for any other person directly or indirectly solicit, interfere withor endeavour to entice away from any Group Company any person who to his knowledge isnow or has been a client, customer or employee of, or in the habit of dealing with, any GroupCompany;

(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly orindirectly carry on or be engaged or concerned or interested in any business which shall bein competition with the business carried on by any Group Company as at the date hereof oras at the time of termination of the Executives employment hereunder (as the case may be)(the Relevant Business);

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

(c)

act as a director or otherwise of any other person, firm or company engaging directly orindirectly in the Relevant Business which is in competition with the business of any GroupCompany; and

(d)

cause or permit any person or entity directly or indirectly under his control or in which he hasany beneficial interests to do any of the foregoing acts or things.

The Executive further agrees with the Company that he shall not during his employment and uponthe termination of her employment hereunder without limit in point of time, directly or indirectly,except with the Companys prior written consent:(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection withany business; and

(b)

use any trade mark of any Group Company in connection with any business.

The Executive also agrees with the Company that he shall not during his employment and uponthe termination of his employment hereunder directly or indirectly, except with the Companys priorwritten consent, disclose to any person, or himself use for any purpose, and shall use his bestendeavours to prevent the publication or disclosure of, and information concerning the business,accounts or finances of any Group Company or any of its clients or customers transactions oraffairs, which may, or may have, come to his knowledge.There are no existing or proposed service agreements entered or to be entered by our Directorswith our Company or any of our subsidiaries which provide for benefits upon termination ofemployment.Key Specialist Medical PractitionersIn addition to Dr. Lee Keen Whye, Dr. Beh Suan Tiong, and Dr. Heng Tung Lan, the Company hasalso entered into a service agreement with Dr. Choo Wan Ling, a key specialist medicalpractitioner of the Group.Dr. Choo Wan Lings Service AgreementTerm of EmploymentThe employment of Dr. Choo Wan Ling is deemed to have commenced on 1 July 2013 and shallcontinue for a term of five (5) years from the effective date being 1 January 2015 (the Term).Upon the expiry of the Term, the employment may be renewed on such terms and conditions asmay be agreed between the Company and Dr. Choo Wan Ling.TerminationThe employment may be terminated without cause at any time by either party giving to the otherparty six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)months salary based on the last drawn salary of Dr. Choo Wan Ling.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

The employment shall automatically be terminated forthwith without any notice or payment in lieuof notice if:(a)

Dr. Choo Wan Ling is convicted of any criminal offence (save for an offence under road trafficlegislation for which he is not sentenced to any term of immediate or suspendedimprisonment) and sentenced to any term of immediate or suspended imprisonment; or

(b)

Dr. Choo Wan Ling becomes prohibited from being a director or employee of the Companyby law or by order or directive from any regulatory body or government authority for anyreason whatsoever.

The Company may also terminate the employment of Dr. Choo Wan Ling forthwith without noticeor payment in lieu of notice if, in the reasonable opinion of the Board, she:(a)

has materially or repeatedly breached or failed to comply with the terms of the serviceagreement (including but not limited to her obligation to maintain the licenses andqualifications required to carry on her medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with hercreditors generally;

(d)

becomes of unsound mind;

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits her to a degree whichmaterially reduces the value of her services to the Group or may discredit the Group throughassociation with her; or

(g)

is incompetent in the performance of her duties.

RemunerationThe Company shall, during the term of Dr. Choo Wan Lings employment, pay her:(a)

a basic salary of S$540,000 per annum, payable in twelve (12) equal monthly instalments inarrears; and

(b)

an annual incentive bonus calculated as follows:

Incentive bonus = (Actual NPAT Minimum NPAT) x 0.2where:Actual NPAT means the audited net profit after tax that is attributable to Dr. Choo Wan Lingfor the relevant financial year of the Company; andMinimum NPAT means S$900,000,provided that no incentive bonus shall be payable if the Actual NPAT is equal or less than theMinimum NPAT.

The basic salary and the incentive bonus will not be adjusted during the term unless approved bythe Board (taking into account the recommendations of the Remuneration Committee).151

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

The Company shall reimburse Dr. Choo Wan Ling for all travelling and other out-of-pocketexpenses reasonably incurred by her in the process of discharging her duties hereunder upon Dr.Choo Wan Ling providing the Company with such vouchers or other evidence of the payment ofsuch expenses as the Company may require.Non-CompetitionDr. Choo Wan Ling shall not during the term of her employment and within a period of six (6)months upon the termination thereof, in all territories where the Company or any of its subsidiaries(each, a Group Company) operates directly or indirectly, except with the Companys priorwritten consent:(a)

either on her own account or for any other person directly or indirectly solicit, interfere withor endeavour to entice away from any Group Company any person who to her knowledge isnow or has been a client, customer or employee of, or in the habit of dealing with, any GroupCompany;

(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly orindirectly carry on or be engaged or concerned or interested in any business which shall bein competition with the business carried on by any Group Company as at the date hereof oras at the time of termination of her employment hereunder (as the case may be) (theRelevant Business);

(c)

act as a director or otherwise of any other person, firm or company engaging directly orindirectly in the Relevant Business which is in competition with the business of any GroupCompany; and

(d)

cause or permit any person or entity directly or indirectly under her control or in which shehas any beneficial interests to do any of the foregoing acts or things.

Dr. Choo Wan Ling further agrees with the Company that she shall not during her employment andupon the termination of her employment hereunder without limit in point of time, directly orindirectly, except with the Companys prior written consent:(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection withany business; and

(b)

use any trade mark of any Group Company in connection with any business.

Dr. Choo Wan Ling also agrees with the Company that she shall not during her employment andupon the termination of her employment hereunder directly or indirectly, except with theCompanys prior written consent, disclose to any person, or himself use for any purpose, and shalluse her best endeavours to prevent the publication or disclosure of, and information concerningthe business, accounts or finances of any Group Company or any of its clients or customerstransactions or affairs, which may, or may have, come to her knowledge.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

REMUNERATION OF DIRECTORS AND KEY EXECUTIVESDirectors and Executive OfficersThe compensation paid to our Directors and our Executive Officers (including benefits-in-kind andbonuses) for FY2013, FY2014 and the estimated compensation to be paid to our Directors and ourExecutive Officers for FY2015 (on an aggregate basis and in remuneration bands) are as follows:FY2013 (1)

FY2014 (1)

FY2015 (1)(estimated)

Dr. Lee Keen Whye

Band B

Band C

Band B

Dr. Heng Tung Lan

Band E

Band E

Band E

Dr. Beh Suan Tiong

Band B

Band B

Band C

Mr. Christopher Chong Meng Tak

Mr. Chan Heng Toong

Mr. Chooi Yee-Choong

Dr. Ng Koon Keng

Band A

Band A

Band A

Mr. Eric Choo

Band A

Band A

Band A

Ms. Heng Tong Bwee

Band A

Band A

Band A

NameDirectors

Executive Officers

Note:(1)

BandBandBandBandBand

A refers to remuneration from S$0 to S$250,000 per annum.

B refers to remuneration from S$250,001 to S$500,000 per annum.C refers to remuneration from S$500,001 to S$750,000 per annum.D refers to remuneration from S$750,001 to S$1,000,000 per annum.E refers to remuneration from S$1,000,001 to S$1,250,000 per annum.

Save as disclosed under this section and the section titled Directors, Executive Officers andEmployees Service Agreements of this Offer Document, no compensation was paid or is to bepaid to any of our Directors or Executive Officers in FY2013 or FY2014, and no compensation isexpected to be paid to any of our Directors or Executive Officers in FY2015 pursuant to any bonusor profit-sharing plan or any other profit-linked agreement or arrangement.As at the date of this Offer Document, except pursuant to the SOG ESOS and SOG PSP, nocompensation has been paid or will be paid in the form of stock options or shares to any of ourDirectors or Executive Officers.As at the Latest Practicable Date, save as required for compliance with the applicable laws, wehave not set aside or accrued any amounts for our Directors and Executive Officers to provide forpension, retirement or similar benefits.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Related EmployeesAs at the Latest Practicable Date, we have three (3) Employees who are related to our Directors,Executive Officers and Substantial Shareholders, the details of which are as follows:Name of Employee

Ms. Heng Siok Hong Veronica

Ms. Heng Tong Bwee

Mr. Lai Kangwei

Position

Relationship with our Directors,

Executive Officers andSubstantial Shareholders

Clinic Manager

Wife of Dr. Beh Suan Tiong

(our Executive Director andSubstantial Shareholder)

CAO

Sister of Dr. Heng Tung Lan

(our Executive Director andSubstantial Shareholder)

Operations Executive

Nephew of Dr. Heng Tung Lan

The basis for determining the remuneration of related Employees is the same as the basis fordetermining the remuneration of unrelated Employees.The remuneration of Employees (including specialist medical practitioners) who are related to ourDirectors, Executive Officers and Substantial Shareholders will be reviewed annually by theRemuneration Committee to ensure that their remuneration package is in line with our employeeremuneration guidelines and commensurate with their job scope and level of responsibilities. Anybonuses, pay increases and/or promotions for these related Employees will also be subject to thereview and approval of the Remuneration Committee. In addition, any new employment of relatedEmployees and the proposed terms of their employment will also be subject to the review of andapproval of the Nominating Committee. In the event that a member of the RemunerationCommittee or Nominating Committee is related to the Employee under review, he will abstain fromthe review.EMPLOYEESAs at the Latest Practicable Date, we employed a total workforce of 38 full-time Employees. Thenumber of temporary or part-time staff employed by our Group is insignificant. All our Employeesare based in Singapore.All our Employees have entered into employment contracts with us. Our Employees are notcovered by any collective bargaining agreements and are not unionised. The number of full-timeEmployees is not subject to any material fluctuation. The relationship and co-operation betweenthe management and staff have been good and are expected to continue to remain so in thefuture. There has not been any incidence of any labour dispute that affected our operations duringthe Relevant Period.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

A breakdown of the number of Employees of our Group by business functions is as follows:As atAs atAs at31 December 31 December 31 December201220132014

As at theLatestPracticableDate

O&G specialist medical

practitioners

General surgeon/specialistmedical practitioners

Medical support staff/nurse

12

15

19

22

Finance/Admin/HumanResources

Management and operations

Total

19

23

37

38

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SOG ESOSOn [] May 2015, our Shareholders approved a share option scheme known as the SOGEmployee Share Option Scheme (the SOG ESOS), the rules of which are set out in Appendix Fof this Offer Document. The SOG ESOS complies with the relevant rules as set out in Chapter 8of the Listing Manual. The SOG ESOS will provide eligible participants with an opportunity toparticipate in the equity of our Company and to motivate them towards better performance throughincreased dedication and loyalty. The SOG ESOS, which forms an integral and importantcomponent of a compensation plan, is designed to primarily reward and retain ExecutiveDirectors, Non-executive Directors and Employees whose services are vital to our well-being andsuccess. As at the Latest Practicable Date, no Options have been granted under the SOG ESOS.Objectives of the SOG ESOSThe objectives of the SOG ESOS are as follows:(a)

to motivate participants to optimise their performance standards and efficiency and to

maintain a high level of contribution to our Group;

(b)

to retain key Employees and Directors whose contributions are essential to the long-termgrowth and profitability of our Group;

(c)

instill loyalty to, and a stronger identification by participants with the long-term prosperity of,our Group;

(d)

to attract potential Employees with relevant skills to contribute to our Group and to createvalue for our Shareholders; and

(e)

to align the interests of participants with the interests of our Shareholders.

Summary of the SOG ESOS

A summary of the rules of the SOG ESOS is set out as follows:1.

ParticipantsUnder the rules of the SOG ESOS, Executive Directors and Employees of our Group and ourassociated companies (Group Employees) and Non-executive Directors (including ourIndependent Directors) of our Group, are eligible to participate in the SOG ESOS. For thispurpose, a company is our associated company if we and/or our subsidiaries hold at least20% but not more than 50% of the issued shares in that company and provided our Companyhas control (as defined in the Listing Manual) over the associated company.Group Employees and Non-executive Directors (including our Independent Directors) of ourGroup who are also Controlling Shareholders or Associates of such Controlling Shareholdersare also eligible to participate in the SOG ESOS, subject to independent approval for eachgrant to such a person.Successful applicants for the New Shares under the offering, by subscribing for such shares,agree that the participation by our Group Employees and Non-executive Directors (includingour Independent Directors) of our Group, including those who are also ControllingShareholders or Associates of such Controlling Shareholders, shall not requireShareholders approval.

persons to be granted Options;

(b)

number of Options to be granted; and

(c)

recommendations for modifications to the SOG ESOS.

Our Remuneration Committee may consist of Directors (including Directors or persons whomay be participants of the SOG ESOS). A member of our Remuneration Committee who isalso a participant of the SOG ESOS must not be involved in its deliberation in respect ofOptions granted or to be granted to him. Please refer to the section titled CorporateGovernance of this Offer Document.3.

Size of the SOG ESOS

The aggregate number of shares over which our Remuneration Committee may grantOptions on any date, when added to the number of Shares issued and issuable or transferredand to be transferred in respect of all Options granted under the SOG ESOS and the numberof Shares issued and issuable or transferred and to be transferred in respect of all Optionsor awards granted under any other share Option schemes or share schemes of ourCompany, shall not exceed 15% of the total number of issued Shares (excluding Shares heldby our Company as treasury shares) on the day immediately preceding the date on which anoffer to grant an Option is made.Our Company believes that this 15% limit gives our Company sufficient flexibility to decidethe number of Option Shares to offer to its existing and new Employees. The number ofeligible participants is expected to grow over the years. Our Company, in line with its goalsof ensuring sustainable growth, is constantly reviewing its position and considering theexpansion of its talent pool which may involve employing new Employees. The employeebase, and thus the number of eligible participants, will increase as a result. If the number ofOptions available under the SOG ESOS is limited, our Company may only be able to granta small number of Options to each eligible participant which may not be a sufficientlyattractive incentive. Our Company is of the opinion that it should have sufficient number ofOptions to offer to new Employees as well as to existing ones. The number of Options offeredmust also be significant enough to serve as a meaningful reward for contributions to ourGroup. However, it does not necessarily mean that our Remuneration Committee willdefinitely issue Option Shares up to the prescribed limit. Our Remuneration Committee shallexercise its discretion in deciding the number of Option Shares to be granted to eachEmployee, which will depend on the performance and value of the Employee to our Group.

4.

Maximum entitlementsThe aggregate number of Shares comprised in any Options to be offered to a grantee shallbe determined at the absolute discretion of our Remuneration Committee, which shall takeinto account (where applicable) criteria such as rank, past performance, years of service andpotential for future development of that grantee.

157

SOG ESOS5.

Options, exercise period and exercise price

The Options that are granted under the SOG ESOS may have exercise prices that are, at ourRemuneration Committees discretion, set at a price (the Market Price) equal to theaverage of the last dealt prices for a Share on the Official List of the SGX-ST for the five (5)consecutive market days immediately preceding the date on which an offer to grant anOption is made or at a discount to the Market Price (subject to a maximum discount of 20%).Options which are fixed at the Market Price (Market Price Option) may be exercised afterthe first anniversary of the date on which an offer to grant that Option is made while Optionsexercisable at a discount to the Market Price may be exercised after the second anniversaryfrom the date on which an offer to grant that Option is made (Incentive Option). Optionsgranted under the SOG ESOS will have a life span of up to ten (10) years.

6.

Grant of OptionsUnder the rules of the SOG ESOS, there are no fixed periods for the grant of Options. Assuch, offers of the grant of Options may be made at any time from time to time at thediscretion of our Remuneration Committee. However, no Option shall be granted during theperiod of 30 days immediately preceding the date of announcement of our Companys interimor final results (as the case may be). In addition, in the event that an announcement on anymatter of an exceptional nature involving unpublished price sensitive information isimminent, offers may only be made on or after the third market day from the date on whichthe aforesaid announcement is made.

7.

Termination of OptionsSpecial provisions in the rules of the SOG ESOS deal with the lapse or earlier exercise ofOptions in circumstances which include the termination of the participants employment inour Group, the bankruptcy of the participant, the death of the participant, a take-over of ourCompany, and the winding-up of our Company.

8.

Acceptance of OptionsThe grant of Options shall be accepted within 30 days from the date of the offer. Offers ofOptions made to grantees, if not accepted before the closing date, will lapse. Uponacceptance of the offer, the grantee must pay our Company a consideration of S$1.00.

9.

Rights of shares arising

Subject to the prevailing legislation, our Company will deliver Shares to participants uponexercise of their Options by way of either (i) an issue of new Shares; or (ii) a transfer ofShares then held by our Company in treasury.In determining whether to issue new Shares to participants upon exercise of their Options,our Company will take into account factors such as (but not limited to) the number of Sharesto be delivered, the prevailing market price of the Shares and the cost to our Company ofissuing new Shares or delivering existing Shares.

158

SOG ESOSThe financial effects of the above methods are discussed below.Shares arising from the exercise of Options are subject to the provisions of the Memorandumand Articles of our Company. Shares allotted and issued, and existing Shares procured byour Company for transfer, upon the exercise of an Option shall rank pari passu in all respectswith the then existing issued Shares, save for any dividends, rights, allotments ordistributions, the record date (Record Date) for which is prior to the relevant exercise dateof the Option. Record Date means the date as at the close of business on whichShareholders must be registered in order to participate in any dividends, rights, allotmentsor other distributions (as the case may be).10. Duration of the SOG ESOSThe SOG ESOS shall continue in operation for a maximum duration of ten (10) years andmay be continued for any further period thereafter with the approval of our Shareholders byordinary resolution in general meeting and of any relevant authorities which may then berequired.11.

Abstention from voting

Shareholders who are eligible to participate in the SOG ESOS are to abstain from voting onany Shareholders resolution relating to the SOG ESOS and should not accept nominationsas proxy or otherwise for voting unless specific instructions have been given in the proxyform on how the vote is to be cast. In particular, all Shareholders who are eligible toparticipate in the SOG ESOS shall abstain from voting on the following resolutions, whereapplicable: (a) implementation of the SOG ESOS; (b) the maximum discount which may begiven in respect of any Option; and (c) grant of Options to Controlling Shareholders and theirAssociates.

Grant of Options with a discounted exercise price

The ability to offer Options to participants of the SOG ESOS with exercise prices set at a discountto the prevailing market prices of the Shares will operate as a means to recognise the performanceof participants as well as to motivate them to continue to excel while encouraging them to focusmore on improving the profitability and return of our Group above a certain level which will benefitall Shareholders when these are eventually reflected through share price appreciation. The SOGESOS will also serve to recruit new group Employees whose contributions are important to thelong-term growth and profitability of our Group. Discounted Options would be perceived in a morepositive light by the participants, inspiring them to work hard and produce results in order to beoffered Options at a discount as only Employees who have made outstanding contributions to thesuccess and development of our Group would be granted Options at a discount.At present, our Company foresees that Options may be granted with a discount principally in thefollowing circumstances:(a)

Firstly, where it is considered more effective to reward and retain talented Employees by wayof a discounted price Option rather than a market price Option. This is to reward theoutstanding performers who have contributed significantly to our Groups performance andthe discounted price Option serves as additional incentives to such group Employees.Options granted by our Company on the basis of market price may not be attractive andrealistic in the event of an overly buoyant market and inflated share prices. Hence, duringsuch period, the ability to offer such Options at a discount would allow our Company to grant

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SOG ESOSOptions on a more realistic and economically feasible basis. Furthermore, options granted ata discount will give an opportunity to group Employees to realise some tangible benefits evenif external events cause the share price to remain largely static.(b)

Secondly, where it is more meaningful and attractive to acknowledge a participants

achievements through a discounted price Option rather than paying him a cash bonus. Forexample, Options granted at a discount may be used to compensate Employees and tomotivate them during economic downturns when wages (including cash bonuses and annualwage supplements) are frozen or cut, or they could be used to supplement cash rewards inlieu of larger cash bonuses or annual wage supplements. Accordingly, it is possible thatmerit-based cash bonuses or rewards may be combined with grants of market price Optionsor discounted price Options, as part of eligible Employees compensation packages. TheSOG ESOS will provide group Employees with an incentive to focus more on improving theprofitability of our Group thereby enhancing Shareholder value when these are eventuallyreflected through the price appreciation of the Shares after the vesting period.

(c)

Thirdly, where due to speculative forces and having regard to the historical performance ofthe Share price, the market price of the Shares at the time of the grant of the Options maynot be reflective of financial performance indicators such as return on equity and/or earningsgrowth.

Our Remuneration Committee will have the absolute discretion to grant Options where theexercise price is discounted, to determine the level of discount (subject to a maximum discount of20% of the Market Price) and the grantees to whom, and the Options to which, such discount inthe exercise price will apply provided that our Shareholders in general meeting shall haveauthorised, in a separate resolution, the making of offers and grants of Options under the SOGESOS at a discount not exceeding the maximum discount as aforesaid.In deciding whether to give a discount and the quantum of such discount (subject to the aforesaidlimit), our Remuneration Committee will have regard to the financial and other performance of ourCompany and our Group, the years of service and individual performance of the grantee, thecontribution of the grantee to the success and development of our Group and the prevailingmarket conditions.Our Company may also grant Options without any discount to the market price. Additionally, ourCompany may, if it deems fit, impose conditions on the exercise of the Options (whether suchOptions are granted at the market price or at a discount to the market price), such as restrictingthe number of Shares for which the Option may be exercised during the initial years following itsvesting.Rationale for participation of Executive Directors and Employees of our associatedcompanies and Non-executive Directors (including our Independent Directors) of ourGroup in the SOG ESOSThe extension of the SOG ESOS to Executive Directors and Employees of our associatedcompanies and Non-executive Directors (including our Independent Directors) of our Groupallows our Group to have a fair and equitable system to reward Directors and Employees whohave made and who continue to make significant contributions to the long-term growth of ourGroup.

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SOG ESOSWe believe that the SOG ESOS will also enable us to attract, retain and provide incentives to itsparticipants to achieve higher standards of performance as well as encourage greater dedicationand loyalty by enabling our Company to give recognition to past contributions and services as wellas motivating participants generally to contribute towards the long-term growth of our Group.Although the Non-executive Directors are not involved in the day-to-day running of our Groupsbusiness, they nonetheless play an invaluable role in furthering the business interests of ourGroup by contributing their experience and expertise. The participation by the Non-executiveDirectors in the SOG ESOS will provide our Company with a further avenue to acknowledge andrecognise their services and contributions to our Group as it may not always be possible tocompensate them fully or appropriately by increasing the directors fees or other forms of cashpayment.In order to minimise any potential conflicts of interest and not to compromise the independenceof the Non-executive Directors, our Company intends to grant only a nominal number of Optionsunder the SOG ESOS to such Non-executive Directors.Rationale for participation of Controlling Shareholders and their Associates in the SOGESOSAlthough the Controlling Shareholders and their Associates already have shareholding interestsin our Company, our Directors are of the view that they should be provided an opportunity toparticipate in the SOG ESOS as they have contributed significantly to the growth and performanceof our Group, and the opportunity to participate therein will further motivate and encourage themto continue expending great energies towards the success of our Group. Options, unlike cashbonuses, will additionally encourage such Controlling Shareholders and their Associates to takea long term view of our Group, and will motivate them towards improving the return on equity asthis will affect the amount of benefit that they will ultimately derive from their participation in theSOG ESOS. It is in the long-term interests of our Company to ensure that these ControllingShareholders and their Associates who are actively contributing to our Group be incentivised toremain in and contribute to the growth and development of our Group. Their continued contributionwill benefit the Group.As at the Latest Practicable Date, our Executive Chairman, Dr. Lee Keen Whye, and our ExecutiveDirector, Dr. Heng Tung Lan, are the only Controlling Shareholders of our Company. Our CAO, Ms.Heng Tong Bwee, is the sister of Dr. Heng Tung Lan, and is an Associate of Dr. Heng Tung Lan.Specific approval for Ms. Heng Tong Bwee has been sought and obtained for her participation inthe SOG ESOS at the EGM held on [] May 2015.Ms. Heng Tong Bwee is the CAO of our Company, and oversees, maintains and enhances theadministrative structure of the Group, including the supervision and management of the staff of theGroup, and the planning and implantation of various administrative systems of the Group. She hasbeen with our Group since the incorporation of our Company.Our Directors believe that Ms. Heng Tong Bwee has been pivotal to our Groups success, and thatthere is substantial potential future contribution that may be made by her.Currently, Dr. Heng Tung Lan and Dr. Lee Keen Whye will not be participating in the SOG ESOS.Any participation by Dr. Heng Tung Lan, Dr. Lee Keen Whye and/or Ms. Heng Tong Bwee in theSOG ESOS, and each grant thereunder, will require specific prior approval of independentShareholders in a general meeting by way of a separate resolution.161

SOG ESOSFinancial effects of the SOG ESOSThe SOG ESOS will increase our issued share capital to the extent of the new Shares that will beissued and allotted pursuant to the exercise of Options. Under the Financial Reporting Standard102 on Share-based Payment (FRS 102), the fair value of employee services received inexchange for the grant of the Options would be recognised as an expense. For equity-settledshare-based payment transactions, the total amount to be expensed in the income statement overthe vesting period is determined by reference to the fair value of each Options granted at the grantdate and the number of Options vested by vesting date, with a corresponding increase in equity.Before the end of the vesting period, at each balance sheet date, the entity revises its estimatesof the number of Options that are expected to vest by the vesting date and recognises the impactof this revision in the income statement with a corresponding adjustment to equity. After thevesting date, no adjustment to the income statement would be made. The proceeds net of anydirectly attributable transaction costs are credited to the share capital when the Options areexercised.During the vesting period, the consolidated earnings per share would be reduced by both theexpenses recognised and the potential ordinary shares to be issued under the share Optionscheme. When the Options are exercised, the consolidated NTA will be increased by the amountof cash received for exercise of the Options. On a per share basis, the effect is accretive if theexercise price is above the net tangible assets per share but dilutive otherwise.There will be no cash outlay expended by us at the time of grant of such Options as compared tothe payment of cash bonuses. However, as Shareholders may be aware, any Options granted tosubscribe for new shares (whether the exercise price is set at the market price of the shares atthe date of grant or otherwise) have a fair value at the time of grant. The fair value of an Optionis an estimate of the amount that a willing buyer would pay a willing seller for the Option on thegrant date. Options are granted to participants at a nominal consideration of S$1.00. Insofar assuch Options are granted at a consideration that is less than their fair value at the time of grant,there will be a cost to our Company in that we will receive from the participant upon the grant ofthe Option a consideration that is less than the fair value of the Option.The following sets out the financial effects of the SOG ESOS.(a)

Share capitalThe SOG ESOS will result in an increase in our Companys issued share capital when newShares are issued to participants. The number of new Shares issued will depend on, interalia, the size of the Options granted under the SOG ESOS. Whether and when the Optionsgranted under the SOG ESOS will be exercised will depend on the exercise price of theOptions, when the Options will vest as well as the prevailing trading price of the Shares. Inany case, the SOG ESOS provides that the number of Shares to be issued or transferredunder the SOG ESOS, when aggregated with the aggregate number of Shares over whichOptions or awards are granted under any other share Option schemes or share schemes ofour Company, will be subject to the maximum limit of 15% of our Companys total number ofissued Shares (excluding Shares held by our Company as treasury shares) from time to time.If instead of issuing new Shares to participants, existing Shares are purchased for deliveryto participants, the SOG ESOS will have no impact on our Companys issued share capital.

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SOG ESOS(b)

NTAAs described in paragraph (c) below on EPS, the grant of Options will be recognised as anexpense, the amount of which will be computed in accordance with FRS 102. When newShares are issued pursuant to the exercise of Options, there would be no effect on the NTAdue to the offsetting effect of expenses recognised and the increase in share capital.However, if instead of issuing new Shares to participants, existing Shares are purchased fordelivery to participants, the NTA would be impacted by the cost of the Shares purchased.

(c)

EPSWithout taking into account earnings that may be derived by our Company from the use ofthe proceeds from the issuance of Shares pursuant to the exercise of Options granted underthe SOG ESOS, any new Shares issued pursuant to any exercise of the Options will have adilutive impact on our Companys EPS.

(d)

Dilutive impactThe issuance of new Shares under the SOG ESOS will have a dilutive impact on ourconsolidated EPS.

We have made an application to the SGX-ST for permission to deal in and for quotation of theOption Shares which may be issued upon the exercise of the Options to be granted under the SOGESOS. The approval of the SGX-ST is not to be taken as an indication of the merits of ourCompany, our subsidiaries, our Shares, the New Shares, the Option Shares or the Award Shares.

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SOG PSPOn [] May 2015, our Shareholders approved a share scheme known as the SOG performanceshare plan (the SOG PSP), the rules of which are set out in Appendix G of this Offer Document.The SOG PSP complies with the relevant rules as set out in Chapter 8 of the Listing Manual.Rationale for the SOG PSPOur Directors have implemented the SOG PSP to increase our Companys flexibility andeffectiveness in its continuing efforts to reward, retain and motivate Employees and Non-executiveDirectors to achieve increased performance. Our Directors believe that, in addition to the SOGESOS, the plan will further strengthen our Companys competitiveness in attracting and retainingsuperior local and foreign talent.The SOG PSP allows our Company to target specific performance objectives and to provide anincentive for participants to achieve these targets. Our Directors believe that the plan will provideour Company with a flexible approach to provide performance incentives to our staff andNon-executive Directors and, consequently, to improve performance and achieve sustainablegrowth for our Company in the changing business environment, and to foster a greater ownershipculture amongst key senior management, senior executives and Non-executive Directors.Operation of the SOG PSPAwards granted under the SOG PSP will be principally performance-based, incorporating anelement of stretched targets for senior executives and significantly stretched targets for key seniormanagement and Non-executive Directors aimed at delivering long-term Shareholder value.The SOG PSP uses methods fairly common among major local and multinational companies toincentivise and motivate senior executives and key senior management to achieve predeterminedtargets which create and enhance economic value for Shareholders. Our Company believes thatthe SOG PSP will be an effective tool in motivating senior executives, key senior management andNon-executive Directors to work towards stretched goals.The SOG PSP contemplates the award of fully paid Shares, when and after pre-determinedperformance or service conditions are accomplished.A participants award under the SOG PSP will be determined at the sole discretion of ourRemuneration Committee. In considering an award to be granted to a participant who is anEmployee, our Remuneration Committee may take into account, inter alia, the participantscapability, creativity, entrepreneurship, innovativeness, scope of responsibility and skills set. Inconsidering an award to be granted to a participant who is a Non-executive Director, ourRemuneration Committee may take into account, inter alia, the services and contributions madeto the growth of our Group, attendance and participation in meetings and the years of service.Awards granted under the SOG PSP are principally performance-based with performance targetsto be set over a performance period and may vary from one performance period to anotherperformance period and from one grant to another grant. Performance targets set by ourRemuneration Committee are intended to be based on medium-term corporate objectivescovering market competitiveness, quality of returns, business growth and productivity growth.Such performance targets and performance periods will be set according to the specific roles ofeach participant, and may differ from participant to participant. The performance targets arestretched targets aimed at sustaining long-term growth. These targets will be tied in with ourCompanys corporate key performance indicators.

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SOG PSPCurrently, it is envisaged that only key Executive Directors and Executive Officers may be grantedawards under the SOG PSP which will have certain of their performance targets that are marketconditions, such as performance of our Companys share price during the performance period.This is because key Executive Directors and Executive Officers are responsible in formulating,driving and executing our Groups strategy which is one of the factors affecting a companysmarket valuation.Examples of non-market performance targets which may be included as a performance target fora grant of award include, inter alia, profitability of a particular construction project of our Group,safety record of a construction project of our Group and completion of construction projects inaccordance with the project schedule.Under the SOG PSP, participants are encouraged to continue serving our Group beyond theachievement date of the pre-determined performance targets. Our Remuneration Committee hasthe discretion to impose a further vesting period after the performance period to encourage theparticipant to continue serving our Group for a further period of time.Maximum Limits on SharesIn order to reduce the dilutive impact of the SOG PSP, the maximum number of Shares issuableor to be transferred by our Company under the SOG PSP, when aggregated with the aggregatenumber of Shares over which Options or awards are granted under any other share optionschemes or share schemes of our Company, will be 15% of our Companys total number of issuedShares (excluding Shares held by our Company as treasury shares) from time to time.Summary of the SOG PSPA summary of the rules of the SOG PSP is set out as follows:1.

EligibilityExecutive Directors and Employees of our Group and our associated companies who haveattained the age of twenty-one (21) years and hold such rank as may be designated by ourRemuneration Committee from time to time, and Non-executive Directors (including ourIndependent Directors) of our Group, shall be eligible to participate in the SOG PSP. For thispurpose, a company is our associated company if we and/or our subsidiaries hold at least20% but not more than 50% of the issued shares in that company and provided our Companyhas control (as defined in the Listing Manual) over the associated company.Controlling Shareholders of our Company or Associates of such Controlling Shareholders arealso eligible to participate in the SOG PSP, subject to independent approval for each grantto such a person.Successful applicants for the New Shares under the offering, by subscribing for such shares,agree that the participation by Controlling Shareholders of our Company or Associates ofsuch Controlling Shareholders, shall not require Shareholders approval.

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SOG PSP2.

AwardsAwards represent the right of a participant to receive fully paid Shares free of charge,provided that certain prescribed performance targets (if any) are met and upon expiry of theprescribed performance period.Shares which are allotted and issued or transferred to a participant pursuant to the releaseof an award shall not be transferred, charged, assigned, pledged or otherwise disposed of,in whole or in part, during a specified period (as prescribed by our Remuneration Committeein the award letter), except to the extent approved by our Remuneration Committee.

3.

ParticipantsThe selection of a participant and the number of Shares which are the subject of each awardto be granted to a participant in accordance with the SOG PSP shall be determined at theabsolute discretion of our Remuneration Committee, which shall take into account criteriasuch as his rank, job performance, creativity, innovativeness, entrepreneurship, years ofservice and potential for future development, his contribution to the success anddevelopment of our Group and, if applicable, the extent of effort and resourcefulnessrequired to achieve the performance target(s) within the performance period.

4.

Details of AwardsOur Remuneration Committee shall decide, in relation to each award to be granted to aparticipant:(a)

the date on which the award is to be granted;

(b)

the number of Shares which are the subject of the award;

(c)

the performance target(s) and the performance period during which such performancetarget(s) are to be satisfied, if any;

(d)

the extent to which Shares, which are the subject of that award, shall be released oneach prescribed performance target(s) being satisfied (whether fully or partially) orexceeded or not being satisfied, as the case may be, at the end of the performanceperiod; and

(e)

any other condition which our Remuneration Committee may determine in relation tothat award.

Our Remuneration Committee may consist of Directors (including Directors or persons whomay be participants of the SOG PSP). A member of our Remuneration Committee who is alsoa participant of the SOG PSP must not be involved in its deliberation in respect of awardsgranted or to be granted to him.

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SOG PSP5.

TimingWhile our Remuneration Committee has the discretion to grant awards at any time in theyear, it is currently anticipated that awards would in general be made once a year. An awardletter confirming the award and specifying, inter alia, the number of Shares which are thesubject of the award, the prescribed performance target(s), the performance period duringwhich the prescribed performance target(s) are to be attained or fulfilled and the schedulesetting out the extent to which Shares will be released on satisfaction of the prescribedperformance target(s), will be sent to each participant as soon as reasonably practicableafter the making of an award.

6.

Events Prior to Vesting

Special provisions for the vesting and lapsing of awards apply in certain circumstancesincluding the following:(a)

the misconduct on the part of a participant as determined by our Remuneration

Committee in its discretion;

(b)

the participant ceasing to be in the employment of our Group for any reason whatsoever(other than as specified in paragraph (e) below);

(c)

an order being made or a resolution passed for the winding-up of our Company on thebasis, or by reason, of its insolvency;

(d)

the bankruptcy of a participant or the happening of any other event which results in hisbeing deprived of the legal or beneficial ownership of the award;

(e)

the participant ceases to be in the employment of our Group by reason of:

(1)

ill health, injury or disability (in each case, evidenced to the satisfaction of ourRemuneration Committee);

(2)

redundancy;

(3)

retirement at or after the legal retirement age;

(4)

retirement before the legal retirement age with the consent of our RemunerationCommittee;

(5)

the company by which he is employed or to which he is seconded, as the case may

be, ceasing to be a company within our Group, or the undertaking or part of theundertaking of such company being transferred otherwise than to anothercompany within our Group, as the case may be;

(6)

any other event approved by our Remuneration Committee;

(f)

any other event approved by our Remuneration Committee; or

(g)

a take-over, reconstruction or amalgamation of our Company or an order being made or

a resolution passed for the winding-up of our Company (other than as provided inparagraph (c) above or for amalgamation or reconstruction).167

SOG PSPUpon the occurrence of any of the events specified in paragraphs (a), (b) and (c), an awardthen held by a participant shall, subject as provided in the rules of the SOG PSP and to theextent not yet released, immediately lapse without any claim whatsoever against ourCompany.Upon the occurrence of any of the events specified in paragraphs (d), (e) and (f) above, ourRemuneration Committee may, in its absolute discretion, preserve all or any part of anyaward and decide either to vest some or all of the Shares which are the subject of the awardor to preserve all or part of any award until the end of the relevant performance period. Inexercising its discretion, our Remuneration Committee will have regard to all circumstanceson a case-by-case basis, including (but not limited to) the contributions made by thatparticipant and, in the case of performance-related awards, the extent to which theapplicable performance conditions and targets have been satisfied.Upon the occurrence of the events specified in paragraph (g) above, our RemunerationCommittee will consider, at its discretion, whether or not to release any award, and will takeinto account all circumstances on a case-by-case basis, including (but not limited to) thecontributions made by that participant. If our Remuneration Committee decides to releaseany award, then in determining the number of Shares to be vested in respect of such award,our Remuneration Committee will have regard to the proportion of the performance periodwhich has elapsed and the extent to which the applicable performance conditions and targetshave been satisfied.7.

Size and Duration of the SOG PSP

The total number of Shares which may be issued or transferred pursuant to awards grantedunder the SOG PSP, when aggregated with the aggregate number of Shares over whichoptions are granted under any other share option schemes of our Company, shall not exceed15% of the total number issued Shares (excluding Shares held by our Company as treasuryshares) from time to time.The SOG PSP shall continue in force at the discretion of our Remuneration Committee,subject to a maximum period of ten (10) years commencing on the date on which the SOGPSP is adopted by our Company in general meeting, provided always that the SOG PSP maycontinue beyond the above stipulated period with the approval of Shareholders in generalmeeting and of any relevant authorities which may then be required.Notwithstanding the expiry or termination of the SOG PSP, any awards made to participantsprior to such expiry or termination will continue to remain valid.

8.

Operation of the SOG PSP

Subject to the prevailing legislation, our Company will deliver Shares to participants uponvesting of their awards by way of either (i) an issue of new Shares; or (ii) a transfer of Sharesthen held by our Company in treasury.In determining whether to issue new Shares to participants upon vesting of their awards, ourCompany will take into account factors such as (but not limited to) the number of Shares tobe delivered, the prevailing market price of the Shares and the cost to our Company ofissuing new Shares or delivering existing Shares.

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SOG PSPThe financial effects of the above methods are discussed below.New Shares allotted and issued and existing Shares procured by our Company for transferon the release of an award shall be eligible for all entitlements, including dividends or otherdistributions declared or recommended in respect of the then existing Shares, the recorddate for which is on or after the relevant date of issue or, as the case may be, delivery, andshall in all other respects rank pari passu with other existing Shares then in issue.Our Remuneration Committee shall have the discretion to determine whether theperformance condition has been satisfied (whether fully or partially) or exceeded and inmaking any such determination, our Remuneration Committee shall have the right to makecomputational adjustments to the audited results of our Company or our Group, to take intoaccount such factors as our Remuneration Committee may determine to be relevant, such aschanges in accounting methods, taxes and extraordinary events, and further, the right toamend the performance target(s) if our Remuneration Committee decides that a changedperformance target would be a fairer measure of performance.9.

Abstention from voting

Shareholders who are eligible to participate in the SOG PSP are to abstain from voting onany Shareholders resolution relating to the SOG PSP and should not accept nominations asproxy or otherwise for voting unless specific instructions have been given in the proxy formon how the vote is to be cast. In particular, all Shareholders who are eligible to participatein the SOG PSP shall abstain from voting on the following resolutions, where applicable: (a)implementation of the SOG PSP; and (b) grant of awards to Controlling Shareholders andtheir Associates.

Adjustments and Alterations under the SOG PSP

The following describes the adjustment events under, and provisions relating to alterations of, theSOG PSP.1.

Adjustment eventsIf a variation in the issued ordinary share capital of our Company (whether by way of acapitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation ordistribution, or otherwise) shall take place, then:(a)

the class and/or number of Shares which are the subject of an award to the extent notyet vested; and/or

(b)

the class and/or number of Shares over which future awards may be granted under theSOG PSP,

shall be adjusted in such manner as our Remuneration Committee may determine to be

appropriate, provided that no adjustment shall be made if as a result, the participant receivesa benefit that a Shareholder does not receive.The issue of securities as consideration for an acquisition or a private placement of securitiesor the cancellation of issued Shares purchased or acquired by our Company by way of amarket purchase of such Shares undertaken by our Company on the SGX-ST during the

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SOG PSPperiod when a share purchase mandate granted by Shareholders (including any renewal ofsuch mandate) is in force shall not normally be regarded as a circumstance requiringadjustment, unless our Remuneration Committee considers an adjustment to be appropriate.Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing byour Companys auditors (acting only as experts and not as arbitrators) to be, in their opinion,fair and reasonable.2.

Modifications or alterations to the SOG PSP

The SOG PSP may be modified and/or altered from time to time by a resolution of ourRemuneration Committee subject to the prior approval of the SGX-ST and such otherregulatory authorities as may be necessary.However, no modification or alteration shall adversely affect the rights attached to awardsgranted prior to such modification or alteration except with the written consent of suchnumber of participants under the SOG PSP who, if their awards were released to them, wouldthereby become entitled to not less than three-quarters in number of all the Shares whichwould be issued or transferred in full of all outstanding awards under the SOG PSP.No alteration shall be made to particular rules of the SOG PSP to the advantage of theholders of the awards except with the prior approval of Shareholders in general meeting.

Rationale for participation of Executive Directors and Employees of our associated

companies and Non-executive Directors (including our Independent Directors) of ourGroup in the SOG PSPThe extension of the SOG PSP to Executive Directors and Employees of our associatedcompanies and Non-executive Directors (including our Independent Directors) of our Groupallows our Group to have a fair and equitable system to reward Directors and Employees whohave made and who continue to make significant contributions to the long-term growth of ourGroup.We believe that the SOG PSP will also enable us to attract, retain and provide incentives to itsparticipants to achieve higher standards of performance as well as encourage greater dedicationand loyalty by enabling our Company to give recognition to past contributions and services as wellas motivating participants generally to contribute towards the long-term growth of our Group.Although the Non-executive Directors are not involved in the day-to-day running of our Groupsbusiness, they, nonetheless, play an invaluable role in furthering the business interests of ourGroup by contributing their experience and expertise. The participation by the Non-executiveDirectors in the SOG PSP will provide our Company with a further avenue to acknowledge andrecognise their services and contributions to our Group as it may not always be possible tocompensate them fully or appropriately by increasing the directors fees or other forms of cashpayment.In order to minimise any potential conflicts of interest and not to compromise the independenceof the Non-executive Directors, our Company intends to grant only a nominal number of optionsunder the SOG PSP to such Non-executive Directors.

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SOG PSPRationale for participation of Controlling Shareholders and their Associates in the SOGPSPAlthough the Controlling Shareholders and their Associates already have shareholding interestsin our Company, our Directors are of the view that they should be provided an opportunity toparticipate in the SOG PSP as they have contributed significantly to the growth and performanceof our Group, and the opportunity to participate therein will further motivate and encourage themto continue expending great energies towards the success of our Group. Awards will additionallyencourage such Controlling Shareholders and their Associates to achieve performance targets asthis will affect the amount of benefit that they will ultimately derive from their participation in theSOG PSP. It is in the long-term interests of our Company to ensure that these ControllingShareholders and their Associates who are actively contributing to our Group be incentivised toremain in and contribute to the growth and development of our Group. Their continued contributionwill benefit the Group.As at the Latest Practicable Date, our Executive Chairman, Dr. Lee Keen Whye, and our ExecutiveDirector, Dr. Heng Tung Lan, are the only Controlling Shareholders of our Company. Our CAO, Ms.Heng Tong Bwee, is the sister of Dr. Heng Tung Lan, and is an Associate of Dr. Heng Tung Lan.Specific approval for Ms. Heng Tong Bwee has been sought and obtained for her participation inthe SOG PSP at the EGM held on [] May 2015.Ms. Heng Tong Bwee is the CAO of our Company, and oversees, maintains and enhances theadministrative structure of the Group, including the supervision and management of the staff of theGroup, and the planning and implantation of various administrative systems of the Group. She hasbeen with our Group since the incorporation of our Company.Our Directors believe that Ms. Heng Tong Bwee has been pivotal to our Groups success, and thatthere is substantial potential future contribution that may be made by her.Currently, Dr. Heng Tung Lan and Dr. Lee Keen Whye will not be participating in the SOG PSP.Any participation by Dr. Heng Tung Lan, Dr. Lee Keen Whye and/or Ms. Heng Tong Bwee in theSOG PSP, and each grant thereunder, will require specific prior approval of independentShareholders in a general meeting by way of a separate resolution.Financial effects of the SOG PSPThe SOG PSP is considered a share-based payment that falls under FRS 102 where participantswill receive Shares and the awards would be accounted for as equity-settled share-basedtransactions, as described in the following paragraphs.The fair value of employee services received in exchange for the grant of the awards would berecognised as a charge to the income statement over the period between the grant date and thevesting date of an award. The fair value per share of the awards granted will be determined usingan option pricing model. The significant inputs into the option pricing model will include, inter alia,the share price as at the date of grant of the award, the risk free interest rate, the vesting period,volatility of the share and dividend yield. The total amount of the charge over the vesting periodis determined by reference to the fair value of each award granted at the grant date and thenumber of Shares vested at the vesting date, with a corresponding credit to the reserve account.Before the end of the vesting period, at each accounting year end, the estimate of the number of

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SOG PSPawards that are expected to vest by the vesting date is revised, and the impact of the revisedestimate is recognised in the income statement with a corresponding adjustment to the reserveaccount. After the vesting date, no adjustment to the charge to the income statement is made.The amount charged to the income statement also depends on whether or not the performancetarget attached to an award is measured by reference to the market price of the Shares. This isknown as a market condition. If the performance target is a market condition, the probability of theperformance target being met is taken into account in estimating the fair value of the awardgranted at the grant date, and no adjustments to the amounts charged to the income statementare made whether or not the market condition is met. However, if the performance target is not amarket condition, the fair value per share of the awards granted at the grant date is used tocompute the amount to be charged to the income statement at each accounting date, based onan assessment by our Financial Controller at that date of whether the non-market conditionswould be met to enable the awards to vest. Thus, where the vesting conditions do not include amarket condition, there would be no cumulative charge to the income statement if the awards donot ultimately vest.The following sets out the financial effects of the SOG PSP.(a)

Share capitalThe SOG PSP will result in an increase in our Companys issued share capital when newShares are issued to participants. The number of new Shares issued will depend on, interalia, the size of the awards granted under the SOG PSP. In any case, the SOG PSP providesthat the number of Shares to be issued or transferred under the SOG PSP, when aggregatedwith the aggregate number of Shares over which options are granted under any other shareoption schemes of our Company, will be subject to the maximum limit of 15% of ourCompanys total number of issued Shares (excluding Shares held by our Company astreasury shares) from time to time. If instead of issuing new Shares to participants, existingShares are purchased for delivery to participants, the SOG PSP will have no impact on ourCompanys issued share capital.

(b)

NTAAs described in paragraph (c) below on EPS, the SOG PSP is likely to result in a charge toour Companys income statement over the period from the grant date to the vesting date ofthe awards. The amount of the charge will be computed in accordance with FRS 102. Whennew Shares are issued under the SOG PSP, there would be no effect on the NTA due to theoffsetting effect of expenses recognised and the increase in share capital. However, ifinstead of issuing new Shares to participants, existing Shares are purchased for delivery toparticipants, the NTA would be impacted by the cost of the Shares purchased. It should benoted that the delivery of Shares to participants under the SOG PSP will generally becontingent upon the eligible participants meeting prescribed performance targets andconditions.

(c)

EPSThe SOG PSP is likely to result in a charge to earnings over the period from the grant dateto the vesting date, computed in accordance with FRS 102.

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SOG PSPIt should again be noted that the delivery of Shares to participants of the SOG PSP willgenerally be contingent upon the participants meeting the prescribed performance targetsand conditions.(d)

Dilutive impactThe issuance of new Shares under the SOG PSP will have a dilutive impact on ourconsolidated EPS.

We have made an application to the SGX-ST for permission to deal in and for quotation of theAward Shares which may be issued upon the release of the share awards to be granted under theSOG PSP. The approval of the SGX-ST is not to be taken as an indication of the merits of ourCompany, our subsidiaries, our Shares, the New Shares, the Option Shares or the Award Shares.Disclosures in Annual ReportsOur Company will make such disclosures in our annual report for so long as the SOG ESOS orSOG PSP continues in operation as from time to time required by the Listing Manual including thefollowing (where applicable):(a)

the names of the members of our Remuneration Committee administering the SOG ESOSand SOG PSP;

(b)

in respect of the following participants of the SOG ESOS and SOG PSP:(i)

Directors of our Company;

(ii)

Controlling Shareholders of our Company and their Associates; and

(iii) participants (other than those in paragraph (i) and (ii) above) who have received Sharespursuant to the exercise of options under the SOG ESOS and release of awards grantedunder the SOG PSP which, in aggregate, represent 5% or more of the aggregate of thetotal number of Shares available under the SOG ESOS or SOG PSP,the following information:(1)

in the case of the SOG ESOS, the information required in the table below; andName ofparticipant

(2)

Options grantedduring financialyear under review(including terms)

Aggregateoptions grantedsincecommencementof the SOGESOS to end offinancial yearunder review

Aggregateoptionsexercised sincecommencementof the SOGESOS to end offinancial yearunder review

Aggregateoptionsoutstanding asat end offinancial yearunder review

in the case of the SOG PSP, the name of the participant and the number of new Sharesissued and the number of existing Shares transferred to such participant during thefinancial year under review;

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SOG PSP(c)

(d)

in respect of the SOG ESOS, the number and proportion of options granted at the followingdiscounts to the market price in the financial year under review:(i)

options granted at up to 10% discount;

(ii)

options granted at between 10% but not more than 20% discount; and

in respect of the SOG PSP, the following information:

(i)

the aggregate number of Shares comprised in awards granted since

commencement of the SOG PSP to the end of the financial year under review;

the

(ii)

the aggregate number of Shares comprised in awards which have vested during thefinancial year under review and in respect of such awards, the proportion of new Sharesissued and existing Shares transferred (and where existing Shares were purchased fordelivery, the range of prices at which such Shares were purchased) upon the release ofthe vested awards; and

(iii) the aggregate number of Shares comprised in awards which have not been released asat the end of the financial year under review.

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CORPORATE GOVERNANCEThe Directors recognise the importance of corporate governance and the offering of highstandards of accountability to our Shareholders.Our Board has formed three (3) committees: (i) the Nominating Committee; (ii) the RemunerationCommittee; and (iii) the Audit Committee. In addition, we have appointed Mr. Christopher ChongMeng Tak as our Lead Independent Director. As Lead Independent Director, he is the contactperson for Shareholders in situations where there are concerns or issues which communicationwith our Executive Chairman, CEO, and/or FC has failed to resolve or where such communicationis inappropriate.Nominating CommitteeOur Nominating Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.Christopher Chong Meng Tak. The Chairman of the Nominating Committee is Mr. Chan HengToong.Our Nominating Committee will be responsible for:(a)

reviewing and recommending the nomination or re-nomination of our Directors having regardto our Directors contribution and performance;

(b)

determining on an annual basis whether or not a Director is independent;

(c)

in respect of a Director who has multiple board representations on various companies, to

review and decide whether or not such Director is able to and has been adequately carryingout his duties as Director, having regard to the competing time commitments that are facedby the Director when serving on multiple boards;

(d)

deciding whether or not a Director is able to and has been adequately carrying out his dutiesas a director; and

(e)

reviewing and approving any new employment of related persons and the proposed terms oftheir employment.

The Nominating Committee will decide how our Boards performance is to be evaluated andpropose objective performance criteria, subject to the approval of our Board, which addresseshow our Board has enhanced long-term Shareholders value. Our Board will also implement aprocess to be carried out by the Nominating Committee for assessing the effectiveness of ourBoard as a whole and for assessing the contribution of each individual Director to theeffectiveness of our Board. Each member of the Nominating Committee shall abstain from votingon any resolutions in respect of the assessment of his performance or re-nomination as Director.Remuneration CommitteeOur Remuneration Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.Christopher Chong Meng Tak. The Chairman of the Remuneration Committee is Mr. ChristopherChong Meng Tak.Our Remuneration Committee will recommend to our Board a framework of remuneration for ourDirectors and Executive Officers, and determine specific remuneration packages for eachExecutive Director. The recommendations of our Remuneration Committee should be submittedfor endorsement by the entire Board. All aspects of remuneration, including but not limited to175

CORPORATE GOVERNANCEdirectors fees, salaries, allowances, bonuses and other benefits-in-kind shall be covered by ourRemuneration Committee. Each member of the Remuneration Committee shall abstain fromvoting on any resolutions in respect of his remuneration package.The remuneration of all the specialist medical practitioners and related Employees will bereviewed annually by our Remuneration Committee to ensure that their remuneration packagesare in line with our staff remuneration guidelines and commensurate with their respective jobscopes and level of responsibilities. Any bonuses, pay increases and/or promotions for theserelated Employees will also be subject to the review and approval of our RemunerationCommittee. In the event that a member of our Remuneration Committee is related to the Employeeunder review, he will abstain from participating in the review.Audit CommitteeOur Audit Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.Christopher Chong Meng Tak. The Chairman of the Audit Committee is Mr. Christopher ChongMeng Tak. Our Directors recognise the importance of corporate governance and the offering ofhigh standards of accountability to the Shareholders of our Company.Our Audit Committee does not have any existing business or professional relationship of amaterial nature with our Group, our Directors or Substantial Shareholders.Our Audit Committee will assist our Board of Directors in discharging their responsibility tosafeguard our assets, maintain adequate accounting records and develop and maintain effectivesystems of internal control, with the overall objective of ensuring that our management createsand maintains an effective control environment in our Group.Our Audit Committee will provide a channel of communication between our Board of Directors, ourmanagement and our external auditors on matters relating to audit.Our Audit Committee shall meet periodically to perform the following functions:(a)

review with the external auditors the audit plans, their evaluation of the system of internalcontrols, their audit report, their management letter and our managements response;

(b)

review with the internal auditors the internal audit plans and their evaluation of the adequacyof our internal control and accounting system before submission of the results of such reviewto our Board for approval prior to the incorporation of such results in our annual report (wherenecessary);

(c)

review the internal control and procedures and ensure coordination between the externalauditors and our management, and review the assistance given by our management to theexternal auditors, and discuss problems and concerns, if any, arising from the interim andfinal audits, and any matters which the external auditors may wish to discuss (in the absenceof our management where necessary);

(d)

review the co-operation given by our Companys officers to external auditors;

(e)

review the half yearly and annual, and quarterly if applicable, financial statements andresults announcements before submission to our Board for approval, focusing in particular,on changes in accounting policies and practices, major risk areas, significant adjustmentsresulting from the audit, the going concern statement, compliance with accounting standardsas well as compliance with any stock exchange and statutory/regulatory requirements;176

CORPORATE GOVERNANCE(f)

review and discuss with the external and internal auditors any suspected fraud or irregularity,or suspected infringement of any relevant laws, rules or regulations, which has or is likely tohave a material impact on our Groups operating results or financial position, and ourmanagements response;

(g)

consider the appointment or re-appointment of the external auditors and matters relating toresignation or dismissal of the external auditors;

(h)

review transactions falling within the scope of Chapter 9 and Chapter 10 of the ListingManual (if any);

(i)

review potential conflicts of interests (if any) and to set out a framework to resolve or mitigateany potential conflicts of interest;

review our key financial risk areas, with a view to providing an independent oversight on ourGroups financial reporting, the outcome of such review to be disclosed in the annual reportsor if the findings are material, immediately announced via SGXNET;

(l)

undertake such other reviews and projects as may be requested by our Board and report toour Board its findings from time to time on matters arising and requiring the attention of ourAudit Committee;

(m) generally to undertake such other functions and duties as may be required by statute or theListing Manual, and by such amendments made thereto from time to time;(n)

review arrangements by which our staff may, in confidence, raise concerns about possibleimproprieties in matters of financial reporting and to ensure that arrangements are in placefor the independent investigations of such matter and for appropriate follow-up; and

(o)

review our Groups compliance with such functions and duties as may be required under therelevant statutes or the Listing Manual, including such amendments made thereto from timeto time.

Apart from the duties listed above, our Audit Committee shall commission and review the findingsof internal investigations into matters where there is any suspected fraud or irregularity, or failureof internal controls or suspected infringement of any law, rule or regulation of the jurisdictions inwhich our Group operates, which has or is likely to have a material impact on our Companysoperating results and/or financial position. In the event that a member of our Audit Committee isinterested in any matter being considered by our Audit Committee, he will abstain from reviewingand deliberating on that particular transaction or voting on that particular resolution.After our admission to Catalist, internal audit on the operational areas of our Group will continueto be audited by our internal medical audit team of our Company and the internal audit of thefinancial and compliance areas of our Group will continue to be conducted by third party internalcontrol advisors. The internal medical audit team and the appointed third party internal controladvisors shall report its audit findings directly to our Audit Committee. Such internal audit are likelyto continue, for monitoring reasons, even after the Audit Committee is satisfied that our Groupsinternal controls are robust and effective enough to mitigate our Groups internal controlweaknesses (if any). Currently, our Board, with the concurrence of our Audit Committee, based on177

CORPORATE GOVERNANCEthe internal controls established and maintained by our Group, work performed by the internal andexternal auditors, and reviews by our Board and our Audit Committee, is of the view that we haveadequate and effective risk management and internal control systems, including financial,operational, compliance and informational technology controls. In the event and prior to thedecommissioning of such an internal audit, our Board is required to report to the SGX-ST and theSponsor, Issue Manager, Underwriter and Placement Agent on how the key internal controlweaknesses have been rectified, and the basis for the decision to decommission the internalcontrol audit. Thereafter, such audits may be initiated by the Audit Committee as and when itdeems fit to satisfy itself that our Groups internal controls remain robust and effective. Uponcompletion of the internal control audit, appropriate disclosure must be made via SGXNET on anymaterial, price-sensitive internal control weaknesses and any follow-up actions to be taken by ourBoard.Our Audit Committee and the Sponsor, Issue Manager, Underwriter and Placement Agent have (a)conducted an interview with Mr. Eric Choo, our FC; (b) considered his qualifications and pastworking experience, which is set out in the section titled Directors, Executive Officers andEmployees Executive Officers of this Offer Document; and (c) not received negative feedbackfrom our Auditors and Reporting Accountants. As such, our Audit Committee and the Sponsor,Issue Manager, Underwriter and Placement Agent are of the view that Mr. Eric Choo is suitable forthe position of FC of our Group.Our Audit Committee has made all reasonable enquiries and to the best of their knowledge andbelief, nothing has come to the attention of the members of our Audit Committee to cause themto believe that Mr. Eric Choo does not have the competence, character and integrity expected ofa FC of a listed issuer.POLICIESOur Board has put in place the following policies.The SOG ValuesThe SOG Values are based upon a number of important principles and capture qualities thateach Employee is encouraged to embody as an essential part of our success:

Vision & Passion you need goals and you need to want to achieve them

Honour & Integrity the heart of our culture

Learning & Continual Improvement value add is key

Patient & Market focused delivering on promises

Giving something back to society this includes promoting ourselves and others assustainable businesses

It is a cornerstone of our ethos that our Group is a meritocracy, where all Employees arerecognised and rewarded on the basis of their performance, effort, contribution and achievements.Our Group does not discriminate on the basis of gender, disability, genetics, nationality,pregnancy, race, religion, sexuality or otherwise.

178

CORPORATE GOVERNANCEIt is also a cornerstone of our ethos that our Group gives back something to the society in whichit operates and lives. This may be in the form of services, monies and ideas.Last but not least, our Group believes that actions speak louder than words and to this end, ourDirectors will start each financial year by formulating non-financial key performance indicators thatour Group will seek to meet.SOG Code of EthicsOur Group and our Board seek to conduct our business in an ethical manner and in compliancewith best practices. As a result, we have developed a code of ethics that we expect to continueto refine with various stakeholders (the Code of Ethics). The underlying principle of the Codeof Ethics is that we expect our management and our staff to act with integrity towards those withwhom we have business dealings, to the people in the society where we do business and towardseach other. The Code of Ethics is over and above the SMC Ethical Code and is designed to coverareas not covered by the SMC Ethical Code, especially in the business and finance dealings ofour Group. The Code of Ethics outlines how this principle is to be applied. Our systems andprocesses are based on:

management and staff understanding that they are responsible and accountable for their ownactions;

dealing honestly towards our investors, patients and customers, subcontractors, suppliersand other stakeholders, and not engaging in misleading or deceptive conduct;

treating all persons with dignity and in a manner that provides equal access and/oropportunity to all and which prevents harassment or discrimination;

respecting and complying with all applicable laws, regulations and local customs relating tobehavioural and ethical practices, including consumer protection, trade practices, localsocial norms and operational health & safety matters; and

where possible avoiding conflicts of interest and where not possible having adequatedisclosure and obtaining the required approvals.

Our Directors and Executive Officers shall:

ensure that the Group maximises Shareholders wealth in a:

law abiding;

socially acceptable;

environmentally sustainable; and

ethical and responsible manner;

provide Shareholders with adequate information through announcements and other

materials so that the Shareholders can exercise their voting rights in an informed andresponsible manner and in particular with respect to their appointment of Directors who havethe experience and the commitment to the Group and who can perform their functions in aprofessional, ethical and responsible manner;

strive to find a fair balance between capital and labour, so that workers receive faircompensation for their work; and179

CORPORATE GOVERNANCE

strive to find a fair balance between what is taken from the society and what is given backto society, so the wider society benefits.

In the exercise of their respective functions, our Directors and Executive Officers shall:

view our Group from a medium and long-term perspective and not a short-term employmentor money making opportunity;

act in a professional, ethical and responsible manner and in particular, seek to avoid conflictsof interest and where such conflicts are unavoidable, seek to resolve them in a transparentmanner and in favour of our Group;

comply and ensure compliance with all applicable laws, regulations and local customsrelating to behavioural and ethical practices, including consumer protection, trade practices,local social norms and operational health and safety matters;

comply and ensure compliance with our Groups Code of Ethics;

provide Shareholders with adequate information about the Group and promote Shareholdersparticipation and ensure that there are successors to continue the management of the Group;

to act responsibly and reasonably to customers, sub-contractors, suppliers and providers of

capital and wherever possible, to choose business relationships that further the objectives ofour Groups Code of Ethics;

to treat all persons, including Employees, fairly and with dignity and in a manner thatprovides equal access and/or opportunity to all and which prevents harassment ordiscrimination;

wherever possible to promote the interest of the society in which our Group operates; and

inform our Employees of their rights and responsibilities.

Our Employees should be aware of their rights and responsibilities and understand that they areaccountable for their actions.Employee rights shall include:

being treated with dignity, respect and in a culturally appropriate manner;

being employed in an operationally safe environment;

not being discriminated against (whether because of gender, disability, genetics, nationality,pregnancy, race, religion, sexuality or otherwise), harassed or being placed in a position ofabuse or violence;

being paid a fair remuneration for the job done or responsibility assumed; and

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CORPORATE GOVERNANCE

the right to communicate with our management in matters where they feel their rights havebeen breached and the Lead Independent Director or the Chairman of the Audit Committee,in private, where our Groups whistleblowing policy applies.

Employee responsibilities shall include:

abiding with all relevant laws and promoting the Code of Ethics of the Group;

not abusing or using our Groups assets and resources for their own benefit;

dealing fairly and honestly towards our Groups customers, subcontractors and suppliers,and not engaging in misleading or deceptive conduct; and

treating all persons with dignity and respect.

In addition and complementary to our Code of Ethics, our Groups Medical Advisory Committeeassists the Board in setting medical and drug policies and procedures, and undertakesperformance and peer reviews of all medical professionals within the Group.Risk Management PolicyOur Group shall proactively manage our:

financial risks by ensuring that we understand our investment risk profile, our cash flowprofile, our funding and debt profile and by spreading our risk such that there are no majorconcentrations in either investment or debt;

policy risks by documenting, communicating and monitoring such policies; and

operational risks through its Medical Advisory Committee.

Our Board and our Audit Committee intend to monitor and oversee the management of our Group.Legal and Compliance RiskDue to the nature of our Groups business, our Group is required to comply with a myriad ofrelevant legislations and regulations that include those of MOH, SMC, related professionalinstitutes and the SGX-ST. Our Groups business may be adversely affected if we breach any ofthese regulations. Given the severe consequences of a breach, our Group has established aMedical Advisory Committee to monitor and comply with the various applicable medicalregulations.Dividend RiskOur Group is committed to maintaining a high dividend. Our Group intends to proactively managethis risk. This shall include managing our cash flow and debt levels and finding and maintainingdiverse funding lines. Our Group intends to minimise off balance sheet and contingent liabilitiesand to only use sophisticated financial instruments selectively. Please refer to the section titledDividend Policy of this Offer Document.

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CORPORATE GOVERNANCEHuman Resource RiskIn order to deliver superior returns to Shareholders and members, our Group intends to invest inhuman capital by recruiting and retaining Employees with the relevant expertise, skills andprofessionalism. Our Group views a high turnover rate of valued Employees as detrimental anddisruptive and undermines the implementation of our Groups strategic business plans.The Group shall adopt a human resource policy based on an integrated human capital strategy torecruit, develop and motivate quality Employees. Our Group intends to use the SOG ESOS andSOG PSP to recruit, retain and incentivise Employees. Our Group intends to develop a culture ofbeing both professional and fun to retain and motivate talents.Interested Person Transaction RiskThe Board has established internal control procedures for interested person transactions. Pleaserefer to the section titled Interested Person Transactions Guidelines and Review Procedures forFuture Interested Person Transactions of this Offer Document.Whistleblowing PolicyOur Group is committed to maintaining high standards of honesty, openness and accountability.Our Group takes all malpractice very seriously, whether it is committed by an Employee, supplier,customer, competitor or contractor. As Employees will usually be the first to know when someoneinside or connected with our Group is doing something illegal, dishonest or improper, our Grouphas adopted a whistleblowing policy to alleviate any apprehension that Employees may feel aboutvoicing their concerns. Our Board believes that it is in the interest of our Group to have promptknowledge of such illegal, dishonest or improper activities.As such, our Group has adopted a whistleblowing policy which will be disseminated to ourEmployees, contractors, agents and consultants. Any information received will be examinedcarefully and if it has merit will be acted on. The whistleblower can be assured that our Groupintends to protect our business and reputation.Privacy PolicyIn the course of our operations, our Group is required to collect and retain personal informationof our patients. In line with the Personal Data Protection Act 2012 (No. 26 of 2012) and the SMCsEthical Code and Ethical Guidelines, our Group respects the right to privacy of our patients andhas put in place a privacy policy to address how such information which can identify any individualis treated. Such personal information will be used in providing our service, and may also be usedto improve our service and to notify individuals of opportunities which they may be interested in.No personal information is provided to third parties except where necessary to our businesspartners who assist us in the provision of our services to our patients.BOARD PRACTICESOur Directors are appointed by our Shareholders at a general meeting, and an election ofDirectors takes place annually. One third (or the number nearest one third) of our Directors, arerequired to retire from office at each annual general meeting. Further, all our Directors arerequired to retire from office at least once every three (3) years. However, a retiring Director iseligible for re-election at the meeting at which he retires. Further details on the appointment andretirement of Directors can be found in the section titled Summary of Selected Articles ofAssociation of our Company as set out in Appendix D of this Offer Document.182

EXCHANGE CONTROLSCurrently, there are no Singapore governmental laws, decrees, regulations and other legislationthat may affect the following:(a)

the import or export of capital, including the availability of cash and cash equivalents for useby our Group; and

(b)

the remittance of dividends, interest or other payments to non-resident holders of our

Companys securities.

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CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlementsystem of CDP, and all dealings in and transactions of the Shares through Catalist will be effectedin accordance with the terms and conditions for the operation of Securities Accounts with CDP, asamended from time to time.Our Shares will be registered in the name of CDP or its nominee and held by CDP for and onbehalf of persons who maintain, either directly or through depository agents, Securities Accountswith CDP. Persons named as direct Securities Account holders and depository agents in thedepository register maintained by CDP, rather than CDP itself, will be treated, under our Articlesand the Companies Act, as members of our Company in respect of the number of Shares creditedto their respective Securities Accounts.Persons holding the Shares in Securities Accounts with CDP may withdraw the number of Sharesthey own from the book-entry settlement system in the form of physical share certificates. Suchshare certificates will, however, not be valid for delivery pursuant to trades transacted on Catalistalthough they will be prima facie evidence of title and may be transferred in accordance with ourArticles. A fee of S$10 for each withdrawal of 1,000 Shares or less and a fee of S$25 for eachwithdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from thebook-entry settlement system and obtaining physical share certificates. In addition, a fee of S$2or such other amount as our Directors may decide, is payable to the share registrar for each sharecertificate issued and a stamp duty of S$10 is also payable where our Shares are withdrawn in thename of the person withdrawing our Shares or S$0.20 per S$100 or part thereof of thelast-transacted price where it is withdrawn in the name of a third party. Persons holding physicalshare certificates who wish to trade on Catalist must deposit with CDP their share certificatestogether with the duly executed and stamped instruments of transfer in favour of CDP, and havetheir respective Securities Accounts credited with the number of Shares deposited before they caneffect the desired trades. A fee of S$10 is payable upon the deposit of each instrument of transferwith CDP. The above fees may be subject to such changes as may be in accordance with CDPsprevailing policies or the current tax policies that may be in force in Singapore from time to time.Pursuant to announced rules effective from 2 May 2014, transfers and settlements pursuant toon-exchange trades will be charged a fee of S$30 and transfers and settlements pursuant tooff-exchange trades will be charged a fee of 0.015% of the value of the transaction, subject to aminimum of S$75.Transactions in the Shares under the book-entry settlement system will be reflected by the sellersSecurities Account being debited with the number of Shares sold and the buyers SecuritiesAccount being credited with the number of Shares acquired. No transfer of stamp duty is payablefor the Shares that are settled on a book-entry basis.A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.0325%.The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject toGST at 7.0% (or such other rate prevailing from time to time).Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlementon CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generallytakes place on the third Market Day following the transaction date, and payment for the securitiesis generally settled on the following business day. CDP holds securities on behalf of investors inSecurities Accounts. An investor may open a direct account with CDP or a sub-account with a CDPagent. The CDP agent may be a member company of the SGX-ST, bank, merchant bank or trustcompany.

184

GENERAL AND STATUTORY INFORMATION

has, at any time during the last ten (10) years, had an application or a petition under anybankruptcy laws of any jurisdiction filed against him or against a partnership of which he wasa partner at the time when he was a partner or at any time within two (2) years from the datehe ceased to be a partner;

(b)

has, at any time during the last ten (10) years, had an application or a petition under any lawof any jurisdiction filed against an entity (not being a partnership) of which he was a directoror an equivalent person or a key executive, at the time when he was a director or anequivalent person or a key executive of that entity or at any time within two (2) years fromthe date he ceased to be a director or an equivalent person or a key executive of that entity,for the winding up or dissolution of that entity or, where that entity is the trustee of a businesstrust, that business trust, on the ground of insolvency;

(c)

has any unsatisfied judgement against him;

(d)

has ever been convicted of any offence, in Singapore or elsewhere, involving fraud ordishonesty which is punishable with imprisonment, or has been the subject of any criminalproceedings (including any pending criminal proceedings of which he is aware) for suchpurpose;

(e)

has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of anylaw or regulatory requirement that relates to the securities or futures industry in Singaporeor elsewhere, or has been the subject of any criminal proceedings (including any pendingcriminal proceedings of which he is aware) for such breach;

(f)

has, at any time during the last ten (10) years, had judgement entered against him in any civilproceedings in Singapore or elsewhere involving a breach of any law or regulatoryrequirement that relates to the securities or futures industry in Singapore or elsewhere, or afinding of fraud, misrepresentation or dishonesty on his part, nor has he been the subject ofany civil proceedings (including any pending civil proceedings of which he is aware) involvingan allegation of fraud, misrepresentation or dishonesty on his part;

(g)

has ever been convicted in Singapore or elsewhere of any offence in connection with theformation or management of any entity or business trust;

(h)

has ever been disqualified from acting as a director or an equivalent person of any entity(including the trustee of a business trust), or from taking part directly or indirectly in themanagement of any entity or business trust;

(i)

has ever been the subject of any order, judgement or ruling of any court, tribunal orgovernmental body permanently or temporarily enjoining him from engaging in any type ofbusiness practice or activity;

185

GENERAL AND STATUTORY INFORMATION

(j)

has ever, to his knowledge, been concerned with the management or conduct, in Singaporeor elsewhere, of affairs of:(i)

any corporation which has been investigated for a breach of any law or regulatoryrequirement governing corporations in Singapore or elsewhere;

(ii)

any entity (not being a corporation) which has been investigated for a breach of any lawor regulatory requirement governing such entities in Singapore or elsewhere;

(iii) any business trust which has been investigated for a breach of any law or regulatoryrequirement governing business trusts in Singapore or elsewhere; or(iv) any entity or business trust which has been investigated for a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere,in connection with any matter occurring or arising during the period when he was soconcerned with the entity or business trust; or(k)

has been the subject of any current or past investigation or disciplinary proceedings, or hasbeen reprimanded or issued any warning, by the Authority or any other regulatory authority,exchange, professional body or governmental agency, whether in Singapore or elsewhere.

On or around 2003 and 2004, our Independent Director, Mr. Chan Heng Toong, assisted ininvestigations conducted by the Authority in connection with a stop order on the proposed listingof a company on the SGX-ST. Mr. Chan was not subject to any warnings or sanctions from theAuthority and he was not contacted thereafter by the Authority to assist in any furtherinvestigations.On or around 2005, our Independent Director, Mr. Chooi Yee-Choong, assisted in investigationsconducted by the Corrupt Practices Investigation Bureau (the CPIB) in connection with thethen-CEO of a freight forwarding and logistics company formerly listed on the SGX-ST. Mr. Chooialso appeared as a witness for CPIB for the same investigation.In 2012, Dr. Heng Tung Lan was fined S$1,000 in her capacity as a director of DMK Company Pte.Ltd. (DMK) for the failure of DMK to file its accounts with ACRA. She is no longer a director ofDMK.MEMORANDUM OF ASSOCIATIONThe nature of our Companys business has been stated earlier in this Offer Document. Our objectscan be found in our Memorandum which is available for inspection at our registered office inaccordance with the section titled General and Statutory Information Documents Available forInspection of this Offer Document.ARTICLES OF ASSOCIATIONAn extract of our Articles relating to, inter alia, Directors powers to vote on contracts in which theyare interested, Directors remuneration, Directors borrowing powers, Directors retirement,Directors share qualification, rights pertaining to shares, convening of general meetings andalteration of capital are set out in the section titled Summary of Selected Articles of Associationof our Company in Appendix D of this Offer Document. The Articles of our Company are availablefor inspection at our registered office in accordance with the section titled General and StatutoryInformation Documents Available for Inspection of this Offer Document.186

GENERAL AND STATUTORY INFORMATION

MATERIAL CONTRACTSThe following contracts, not being contracts entered into in the ordinary course of business, havebeen entered into by our Company and our subsidiaries within the two (2) years preceding thedate of lodgement of this Offer Document and are or may be material:(a)

the sale and purchase agreement dated 27 June 2013 and the supplemental agreementsdated 23 August 2013 and 1 January 2014, respectively, entered into between our Company,Dr. Beh Suan Tiong and Ms. Heng Siok Hong Veronica relating to the acquisition of the entireissued and paid-up share capital of Behs Clinic for Women and ST Surgery;

(c)

the sale and purchase agreement dated 27 June 2013 and the supplemental agreementsdated 23 August 2013 and 1 January 2014, respectively, entered into between our Companyand Dr. Choo Wan Ling relating to the acquisition of the entire issued and paid-up sharecapital of Choo Wan Ling Womens Clinic;

(d)

the Sponsorship and Management Agreement; and

(e)

the Underwriting and Placement Agreement.

COMPLAINTS IN THE ORDINARY COURSE OF BUSINESS

In the ordinary course of business, our Group and our medical specialists may, from time to time,receive verbal or written complaints from patients. These are not uncommon occurrences withinthe medical industry. Any such complaints will be extensively reviewed and evaluated by ourMedical Advisory Committee, which comprises both medical and non-medical personnel, beforedetermining if, on its merits, any such complaint is likely to give rise to significant litigation ordisputes. The MAC has devised internal policies and procedures within the Group to deal withsuch complaints. For more information on the Medical Advisory Committee, please see the sectiontitled General Information on Our Group Clinical Governance.Recently, the Company was notified by the management of one of the hospitals at which itoperates that a patient had verbally expressed her dissatisfaction with the outcome of her surgeryand consultation with one of the Groups specialists. The MAC has reviewed and evaluated thecomplaint and is of the view that the complaint is without justification or merit. Complaints receivedby our Group will be reviewed by the MAC as appropriate and the necessary disclosures pursuantto Rule 703 of the Listing Manual will be made at the relevant time, when such complaints areconsidered to be significant litigation or significant disputes in accordance with the CorporateDisclosure Policy at Appendix 7A of the Listing Manual.More information on such risk factor and potential impact of such complaints on our business iscontained in the section titled Risk Factors We are subject to risks of complaints, claims andregulatory actions arising from the provision of our healthcare services of this Offer Document.

187

GENERAL AND STATUTORY INFORMATION

LITIGATIONAs at the Latest Practicable Date, neither our Company nor any of our subsidiaries is engaged inany legal or arbitration proceedings as plaintiff or defendant including those which are pending orknown to be contemplated which may have or have had in the last twelve (12) months before thedate of lodgement of this Offer Document, a material effect on the financial position or theprofitability of our Company or any of our subsidiaries.MISCELLANEOUSThe corporations which by virtue of Section 6 of the Companies Act are deemed to be related toour Company are set out in the section titled Group Structure of this Offer Document.No amount of cash or securities or benefit has been paid or given to any promoter within the two(2) years preceding the Latest Practicable Date or is proposed or intended to be paid or given toany promoter at any time.Application monies received by our Company in respect of successful applications (includingsuccessful applications which are subsequently rejected) will be placed in a separate non-interestbearing account with Bank of East Asia Limited (the Receiving Bank). In the ordinary course ofbusiness, the Receiving Bank will deploy these monies in the inter-bank money market. All profitsderived from the deployment of such monies will accrue to the Receiving Bank. Any refund of allor part of the application monies to unsuccessful or partially successful applicants will be madewithout interest or any share of revenue or other benefit arising therefrom.Save as disclosed in this Offer Document, our Directors are not aware of any event which hasoccurred since the end of FY2014 to the Latest Practicable Date which may have a material effecton the financial position and results of our Group or the financial information provided in this OfferDocument.Details, including the name, address and professional qualifications including membership in aprofessional body of the auditors of our Company for the Period Under Review are as follows:Name, professionalqualification and addressFoo Kon Tan LLP

Partner-in-chargeRobin Chin Sin Beng

Professionalqualification/bodyA member of the Institute ofSingapore CharteredAccountants

We currently have no intention of changing our auditors after the admission to, and listing of, ourCompany on Catalist.CONSENTSThe Auditors and Reporting Accountants, Foo Kon Tan LLP, has given and has not withdrawn itswritten consent to the issue of this Offer Document with the inclusion herein of the AuditedCombined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the FinancialYears Ended 31 December 2012, 2013 and 2014 and the Unaudited Pro Forma CombinedFinancial Information of Singapore O&G Ltd. and its Subsidiaries for the Financial Year Ended 31

188

GENERAL AND STATUTORY INFORMATION

December 2014 as set out in Appendices A and B, respectively, of this Offer Document andreferences to its name, in the form and context in which they appear in this Offer Document andto act in such capacity in relation to this Offer Document.The Sponsor, Issue Manager, Underwriter and Placement Agent, has given and has not withdrawnits written consent to the issue of this Offer Document with the inclusion herein of its name andreferences thereto in the form and context in which it appears in this Offer Document and to actin such capacity in relation to this Offer Document.Each of the Legal Adviser to our Company on Singapore Law, the Legal Adviser to the Sponsor,Issue Manager, Underwriter and Placement Agent on Singapore Law, the Share Registrar andShare Transfer Office, the Principal Bankers and the Receiving Banker do not make, or purport tomake, any statement in this Offer Document or any statement upon which a statement in this OfferDocument is based and, to the maximum extent permitted by law, expressly disclaim and take noresponsibility for any liability to any persons which is based on, or arises out of, the statements,information or opinions in this Offer Document.RESPONSIBILITY STATEMENT BY OUR DIRECTORSThis Offer Document has been seen and approved by our Directors and they collectively andindividually accept full responsibility for the accuracy of the information given in this OfferDocument and confirm after making all reasonable enquiries, that to the best of their knowledgeand belief, this Offer Document constitutes full and true disclosure of all material facts about theInvitation and our Group, and our Directors are not aware of any facts, the omission of whichwould make any statement in this Offer Document misleading. Where information in this OfferDocument has been extracted from published or otherwise publicly available sources or obtainedfrom a named source, the sole responsibility of our Directors has been to ensure that suchinformation has been accurately and correctly extracted from those sources and/or reproduced inthis Offer Document in its proper form and context.DOCUMENTS AVAILABLE FOR INSPECTIONThe following documents or copies thereof may be inspected at our registered office during normalbusiness hours for a period of six (6) months from the date of registration of this Offer Documentby the SGX-ST acting as agent on behalf of the Authority:(a)

the Memorandum and Articles of Association of our Company;

(b)

the Audited Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries forthe Financial Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A ofthis Offer Document;

(c)

the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and itsSubsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of thisOffer Document;

(d)

the letters of consent referred to in the section titled General and Statutory Information Consents of this Offer Document;

(e)

the material contracts referred to in this Offer Document; and

(f)

the service agreements referred to in this Offer Document.

189

GENERAL AND STATUTORY INFORMATION

SOURCESWe have included the information from the ICA, the Singapore Department of Statistics, the MOH,the National Population and Talent Division, the National Registry of Diseases Office andSingaporeMedicine in their proper form and context in this Offer Document. None of the ICA, theSingapore Department of Statistics, the MOH, the National Population and Talent Division, theNational Registry of Diseases Office and SingaporeMedicine has provided its consent, for thepurposes of Section 249 of the Securities and Futures Act, to the inclusion of the information citedand attributed to it, in this Offer Document and is thereby not liable for such information underSections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, IssueManager, Underwriter and Placement Agent have taken reasonable actions to ensure that therelevant information from the relevant source has been reproduced in its proper form and context,neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other partyhas conducted an independent review or verified the accuracy or completeness of the relevantinformation.

190

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014

Audited Combined Financial Statements

Singapore O&G Ltd. and its subsidiariesFor the years ended 31 December 2012, 2013 and 2014

A-1

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014ContentsPageStatement by directors

A-3

Independent auditors report

A-4

Combined statements of financial position

A-6

Combined statements of comprehensive income

A-7

Combined statements of changes in equity

A-8

Combined statements of cash flows

A-9

Notes to the combined financial statements

A-10

A-2

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014AUDITED COMBINED FINANCIAL STATEMENTS OFSINGAPORE O&G LTD. AND ITS SUBSIDIARIESFOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014STATEMENT BY DIRECTORSWe, Dr Lee Keen Whye and Christopher Chong Meng Tak, being two of the directors of SingaporeO&G Ltd. (the Company), do hereby state that, in our opinion,i.

the accompanying combined financial statements together with notes thereto are drawn upso as to present fairly, in all material respects, the state of affairs of the Company and itssubsidiaries (collectively the Group) as at 31 December 2012, 2013 and 2014 and theresults of the business, changes in equity and cash flows of the Group for the financial yearsthen ended; and

ii.

at the date of this statement, there are reasonable grounds to believe that the Company willbe able to pay its debts as and when they fall due.

On behalf of the Board of Directors

Dr Lee Keen Whye

Director

Christopher Chong Meng Tak

Director[o/s 2015]

A-3

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014INDEPENDENT REPORTING AUDITORS REPORTON THE COMBINED FINANCIAL STATEMENTS OFSINGAPORE O&G LTD. AND ITS SUBSIDIARIESFOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014[o/s 2015]The Board of DirectorsSingapore O&G Ltd.#01-8034 Cassia CrescentSingapore 390034Dear Sirs:Report on the Combined Financial StatementsWe have audited the accompanying combined financial statements of Singapore O&G Ltd. (theCompany); formerly known as Singapore Medicine Specialists Pte. Ltd.) and its subsidiaries(collectively, the Group), which comprise the combined statements of financial position as at 31December 2012, 2013 and 2014 and the combined statements of comprehensive income,combined statements of changes in equity and combined statements of cash flows for the financialyears then ended, and a summary of significant accounting policies and other explanatoryinformation.Managements responsibility for the combined financial statementsManagement is responsible for the preparation of financial statements that give a true and fairview in accordance with the Singapore Financial Reporting Standards, and for devising andmaintaining a system of internal accounting controls sufficient to provide a reasonable assurancethat assets are safeguarded against loss from unauthorised use or disposition; and transactionsare properly authorised and that they are recorded as necessary to permit the preparation of trueand fair profit and loss accounts and balance sheets and to maintain accountability of assets.Auditors responsibilityOur responsibility is to express an opinion on these combined financial statements based on ouraudit. We conducted our audit in accordance with Singapore Standards on Auditing. Thosestandards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the combined financial statements are free frommaterial misstatement.An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the combined financial statements. The procedures selected depend on theauditors judgement, including the assessment of the risks of material misstatement of thecombined financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the entitys preparation of combined financialstatements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

A-4

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014entitys internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the combined financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.OpinionIn our opinion, the accompanying combined financial statements are properly drawn up inaccordance with Singapore Financial Reporting Standards to present fairly, in all materialrespects, the state of affairs of the Group as at 31 December 2012, 2013 and 2014, and theresults, changes in equity and cash flows of the Group for the financial years then ended.Other MattersThis report has been prepared solely for inclusion in the Offer Document of the Company inconnection with the initial public offering of ordinary shares of the Company on Catalist, thesponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited. We donot assume responsibility to any other person for the content of this report.

Yours faithfully

Foo Kon Tan LLP

Public Accountants andChartered AccountantsSingapore

Robin Chin Sin Beng

Partner-in-charge

A-5

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014Combined Statements of Financial PositionAs at 31 December 2012, 2013 and 2014

Current liabilitiesTrade and other payablesFinance leasesDeferred revenue

13.11513.2

Current tax liabilities

Total liabilitiesTotal equity and liabilities

The annexed notes form an integral part of and

should be read in conjunction with these combined financial information.A-6

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014Combined Statements of Comprehensive IncomeFor the financial years ended 31 December 2012, 2013 and 2014

Note

2014S$

2013S$

2012S$

Revenue

16

13,546,906

8,641,700

8,116,481

Other operating income

17

145,563

66,545

144,365

Consumables and medical supplies used

18

(1,510,199)

(1,211,801)

(1,252,221)

Employee benefits expense

19

(4,835,122)

(2,763,173)

(2,663,830)

Depreciation of plant and equipment

(187,934)

(126,329)

(80,133)

Other operating expenses

20

(2,119,003)

(887,479)

(838,843)

Profit from operations

5,040,211

3,719,463

3,425,819

154

2,381

1,443

Finance expenses

(999)

(1,512)

Net finance (expense)/income

(845)

Finance income

Profit before income tax

Income tax expense

5,039,36621

Profit for the year

Other comprehensive income, at nil taxTotal comprehensive income for the year

(791,316)

(907)

869

536

3,720,332

3,426,355

(600,177)

(425,730)

4,248,050

3,120,155

3,000,625

4,248,050

3,120,155

3,000,625

Earnings per share attributable to equity

holders of the Company: Basic (S$)

22

0.02

15,601

15,003

Diluted (S$)

22

0.02

15,601

15,003

22

0.02

0.02

0.02

For illustrative purposes (Based on

174,400,000 shares)Basic and diluted earnings per share (S$)

The annexed notes form an integral part of and

should be read in conjunction with these combined financial information.A-7

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014Combined Statements of Changes in EquityFor the financial years ended 31 December 2012, 2013 and 2014SharecapitalS$20

CapitalreserveS$

MergerreserveS$1,266,790

RetainedearningsS$600,378

TotalS$1,867,188

3,000,625

3,000,625

3,000,625

3,000,625

At 31 December 2012Total comprehensive income forthe year

20

1,266,790

3,601,003

4,867,813

Profit for the year

Other comprehensive income, at niltax

3,120,155

3,120,155

3,120,155

3,120,155

(1,226,523)

(1,226,523)

20

1,266,790

5,494,635

6,761,445

4,248,050

4,248,050

4,248,050

4,248,050

4,256,839

1,771,070

3,065,808

At 1 January 2012Total comprehensive income forthe yearProfit for the yearOther comprehensive income, at niltax

The annexed notes form an integral part of and

should be read in conjunction with these combined financial information.A-8

100,000(144,244)(2,175,000)846,56411,856,059

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014Combined Statements of Cash FlowsFor the financial years ended 31 December 2012, 2013 and 2014

NoteCash Flows from Operating ActivitiesProfit before taxationAdjustments for:Depreciation of plant and equipmentShare-based compensation (Note A)Loss on disposal of plant and equipmentPlant and equipment written-offInterest expenseInterest income

2014S$

2013S$

2012S$

5,039,366

3,720,332

3,426,355

187,934100,000

350999(154)

126,329

11,098

1,512(2,381)

80,133

907(1,443)

Operating profit before working capital changes

Changes in inventoriesChanges in trade and other receivablesChanges in trade and other payables

5,328,49534,352(447,487)550,880

3,856,890(56,808)(588,662)628,034

3,505,9522,071341,738(1,467,850)

Cash generated from operation

Income taxes paid

5,466,240(543,767)

3,839,454(457,739)

2,381,911(235,487)

Net cash generated from operating activities

4,922,473

3,381,715

2,146,424

Cash Flows from Investing Activities

Acquisition of subsidiaries, net of cash acquiredPurchase of plant and equipment (Note B)Proceeds from sale of plant and equipmentInterest received

46

Net cash generated from/(used in) investing

activities

2,506,686(374,492)

154

(303,065)66,3012,381

(289,766)

1,443

2,132,348

(234,383)

(288,323)

Cash Flows from Financing Activities

(Repayment of)/Proceeds from finance leasesDividend paid to shareholders of former subsidiariesInterest paid

(11,889)(2,175,000)(999)

(90,000)(1,226,523)(1,512)

90,000

(907)

Net cash (used in)/generated from financing

activities

(2,187,888)

(1,318,035)

89,093

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

4,866,9336,409,181

1,829,2974,579,884

1,947,1942,632,690

11,276,114

6,409,181

4,579,884

Cash and cash equivalents at end of year

Significant non-cash items:

A.

During the financial year ended 31 December 2014, the Company issued 400,000 (ordinaryshares of S$0.25 each for a total consideration of S$100,000 to an employee ascompensation for the services rendered by the employee. There were no such issuance ofshares in 2012 and 2013.

B.

During the financial year ended 31 December 2014, the Group acquired plant and equipmentwith an aggregate cost of S$374,492 (2013 S$303,065 and 2012 S$289,766) of whichS$Nil (2013 S$Nil and 2012 S$90,000) was financed by means of finance lease. Cashpayment of S$374,492 (2013 S$303,065 and 2012 S$199,766) was made to purchaseplant and equipment.The annexed notes form an integral part of andshould be read in conjunction with these combined financial information.A-9

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 2014Notes to the Combined Financial StatementsFor the financial years ended 31 December 2012, 2013 and 20141

The CompanyThe Company was incorporated on 6 January 2011 as an exempt private limited companyunder the name of Singapore Medicine Specialists Pte. Ltd.The Company was incorporated for the purpose of a group restructuring (the RestructuringExercise) to acquire the existing shares of Heng Clinic for Women Pte. Ltd and KW LeeClinic & Surgery for Women Pte. Ltd. pursuant to the Restructuring Exercise as disclosed inNote 2. On 26 August 2011, the Company changed its name to Singapore O&G Pte. Ltd. andon [[] 2015], the Company was converted into a public limited company and changed itsname to Singapore O&G Ltd.The Companys registered office and principal place of business is at #01-80, 34 CassiaCrescent Singapore 390034.The principal activities of the Company are those of an investment holding company andprovision of specialised medical services. The principal activities of the subsidiaries are setout in Note 2.The Company and its subsidiaries are collectively known as the Group in the combinedfinancial statements.

Significant eventsThe Group undertook the transactions described below as part of the Restructuring Exerciseimplemented in preparation for the proposed listing of the Companys shares on the CatalistBoard of the Singapore Exchange Securities Trading Limited. The Company and itssubsidiaries are owned and controlled by Dr Heng Tung Lan, Dr Lee Keen Whye, Dr WongChui Fong, Dr. Ng Koon Keng and Heng Tong Bwee (collectively hereinafter referred to asthe Shareholders) for the period beginning 1 January 2011. Dr Wong Chui Fong is the wifeof Dr Lee Keen Whye, and Heng Tong Bwee is the sister of Dr Heng Tung Lan.Acquisitions of Heng Clinic for Woman Pte. Ltd. and K W Lee Clinic & Surgery forWomen Pte. Ltd.Pursuant to a restructuring agreement dated 22 September 2013 entered into between theCompany, Dr Lee Keen Whye and Dr Heng Tung Lan, the Company acquired the entireissued and paid-up share capital of K W Lee Clinic & Surgery for Women Pte. Ltd. (KW LeeClinic for Women) and Heng Clinic for Women Pte. Ltd. (Heng Clinic) from Dr Lee KeenWhye and Dr Heng Tung Lan respectively. In consideration of the share swap arrangement,the Company agreed to allot and issue 66,710,422 shares and 81,394,641 shares to Dr LeeKeen Whye and Dr Heng Tung Lan respectively, credited as fully paid for purchaseconsiderations of S$1,334,208 and S$1,627,893 respectively.

A-10

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20142

Renunciation of shares to Ms Wong Chui Fong Anna

Pursuant to a sale and purchase agreement dated 11 February 2014, Dr Lee KeenWhye renounced 3,052,262 shares, and directed the Company to allot and issue suchshares to his wife, Ms Wong Chui Fong Anna. The 3,052,262 shares were renouncedby Dr Lee Keen Whye in favour of Ms Wong Chui Fong Anna as a gift.

iv

Renunciation of shares to Ms Heng Tong Bwee

Pursuant to a sale and purchase agreement dated 11 February 2014, Dr Heng Tung Lanrenounced 3,730,543 shares, and directed the Company to allot and issue such sharesto her sister, Ms Heng Tong Bwee. The 3,730,543 shares were renounced by Dr HengTung Lan in favour of Ms Heng Tong Bwee as a gift.

Upon renunciation of 8,222,670 shares and 10,049,930 shares by Dr Lee Keen Whye and DrHeng Tung Lan in favour of the Renouncees, the Company allotted and issued the remaining58,487,752 shares and 71,344,711 shares to Dr Lee Keen Whye and Dr Heng Tung Lan,respectively, as part of the Restructuring Exercise.The Restructuring Exercise was not conducted on an arms length basis but on awilling-buyer, willing-seller basis, and the shares allotted and issued by the Company asconsideration for the acquisition of KW Lee Clinic for Women and Heng Clinic were based onthe net asset values of KW Lee Clinic for Women and Heng Clinic.

A-11

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20142

Significant events (Contd)

Acquisitions of Heng Clinic for Woman Pte. Ltd. and K W Lee Clinic & Surgery forWomen Pte. Ltd. (Contd)Notwithstanding that the Restructuring Exercise was completed on 11 February 2014, it wasagreed that save for dividends, the Company shall be entitled to all rights, interests, income,profits, gains, bonuses and distributions accrued, accruing or which shall accrue upon inrespect of the shares of KW Lee Clinic for Women and Heng Clinic with effect from 6 January2011. The acquisition of the subsidiaries by the Company was a combination of businessesunder common control by the Shareholders of the Company, as they controlled the Groupentities before and after the Restructuring Exercise. As a result, the Company accounted forthe acquisitions in a manner similar to a pooling of interests.The combined financial information of the Group has been prepared to reflect the operationsof the Company and the subsidiaries as a single economic enterprise and consist of thosecompanies under common control during the financial years ended 31 December 2012 and2013.Acquisitions of Behs Clinic for Women Pte. Ltd. and ST Surgery Pte. Ltd.Pursuant to a sale and purchase agreement dated 27 June 2013 and a supplementalagreement dated 23 August 2013 and 1 January 2014 respectively, the Company acquiredthe entire issued and paid-up share capital of Behs Clinic for Women Pte. Ltd. (BehsClinic) and ST Surgery Pte. Ltd. (ST Surgery) from Dr. Beh Suan Tiong and Ms. Heng SiokHong Veronica, and in consideration thereof, the Company allotted and issued 17,473,684Shares to Dr. Beh Suan Tiong for a total consideration of S$2,068,797 (the BehAcquisition).The Beh Acquisition was conducted at arms length and on a willing-buyer willing-sellerbasis, and the Shares allotted and issued by the Company as consideration for theacquisition of Behs Clinic and ST Surgery was on a premium to net tangible asset valuebasis.Notwithstanding that the Beh Acquisition was completed on 11 February 2014, it was agreedthat save for dividends, the Company shall be entitled to all title, rights, interests, income,properties, revenue, profits, proceeds, gains, bonuses, distributions and/or benefits ofwhatsoever nature, accrued, accruing or which shall accrue upon and in respect of theshares of Behs Clinic and ST Surgery, with effect from 1 January 2014.Acquisition of Choo Wan Ling Womens Clinic Pte. Ltd.Pursuant to a sale and purchase agreement dated 27 June 2013 and a supplementalagreement dated 23 August 2013 and 1 January 2014 respectively, the Company acquiredthe entire issued and paid-up share capital of Choo Wan Ling Womens Clinic Pte. Ltd.(Choo Wan Ling Womens Clinic) from Dr. Choo Wan Ling, and in consideration thereof, theCompany allotted and issued 8,421,053 Shares to Dr. Choo Wan Ling for a purchaseconsideration of S$997,011 (the Choo Acquisition).

A-12

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20142

Significant events (Contd)

Acquisition of Choo Wan Ling Womens Clinic Pte. Ltd. (Contd)The Choo Acquisition was conducted at arms length and on a willing-buyer willing-sellerbasis, and the Shares allotted and issued by the Company as consideration for theacquisition of Choo Wan Ling Womens Clinic was on a premium to net tangible asset valuebasis.Notwithstanding that the Choo Acquisition was completed on 11 February 2014, it wasagreed that save for dividends, the Company shall be entitled to all title, rights, interests,income, properties, revenue, profits, proceeds, gains, bonuses, distributions and/or benefitsof whatsoever nature, accrued, accruing or which shall accrue upon and in respect of theshares of Choo Wan Ling Womens Clinic, with effect from 1 January 2014.Pursuant to the completion of the Restructuring Exercise, the Companys issued and paid-upshare capital increased to S$4,256,859 comprising 174,000,000 ordinary shares.Upon completion of the Restructuring Exercise, the Company had acquired the followingsubsidiaries:Name

Principalactivities

Country ofincorporation

Percentage of interest held

31 December 31 December 31 December201420132012%%%

Heng Clinic for

Provision ofWomen Pte. Ltd. obstetrical andgynaecologicalservices

Singapore

100

K W Lee Clinic &

Surgery forWomen Pte.Ltd.(1)

Provision ofobstetrical andgynaecologicalservices

Singapore

100

Choo Wan Ling

Womens ClinicPte. Ltd.

Provision ofobstetrical andgynaecologicalservices

Singapore

100

Behs Clinic for

Womens Pte.Ltd.

Provision ofobstetrical andgynaecologicalservices

Singapore

100

ST SurgeryPte. Ltd.

Provision ofobstetrical andgynaecologicalservices

Singapore

100

(1)

K W Lee Clinic & Surgery for Women Pte. Ltd. (KW Lee Clinic for Women) was incorporated on 25 October2011 to take over the business of KW Lee Clinic for Women, a partnership arrangement majority owned andcontrolled by Dr Lee Keen Whye and his wife, Dr Wong Chui Fong, on 1 January 2012. Consequently, KWLee Clinic for Women ceased operations on 1 January 2012.

A-13

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies

3.1 Basis of preparation

The combined financial statements have been prepared in accordance with SingaporeFinancial Reporting Standards (FRS) including related Interpretations promulgated by theAccounting Standards Council.The combined financial information has been prepared for inclusion in filings associated witha proposed listing of the Companys shares on the Catalist board, the sponsor-supervisedboard of the Singapore Exchange Securities Trading Limited.The combined financial information has been prepared under the historical cost conventionexcept as disclosed in the accounting policies below.The combined financial statements are presented in Singapore dollars (SGD), which is theCompanys functional currency. All financial information has been presented in SGD, unlessotherwise stated.This is the Groups first combined financial statements prepared in accordance with FRS 101First-time Adoption of Financial Reporting Standards has been applied.Although the Restructuring Exercise was completed on 11 February 2014, the combinedfinancial statements presented for the financial years ended 31 December 2012 and 2013 forthe purpose of inclusion in the Offer Document are that of the Company and its subsidiariesprepared in accordance with RAP 12 Merger Accounting for Common Control Combinationsfor financial statements prepared under Part IX of the Fifth Schedule to the Securities andFutures (Offers of Investments) (Shares and Debentures) Regulations 2005.A key policy choice in the combined financial statements relates to the method ofconsolidation. A business combination is a common control combination if the combiningentities are ultimately controlled by the same party (including the same individualshareholder or a group of shareholders acting together in accordance with a contractualarrangement) both before and after the combination and the common control is not transitory.For the purposes of the combined financial statements, the creation of the Group under theRestructuring Exercise set out in Note 2 has been treated as a business combinationinvolving entities under common control.As a result, the Group accounts for business combinations involving entities under commoncontrol using pooling of interest-type accounting. Under this policy the assets and liabilitiesof the acquiree are recorded at book value not fair value (although adjustments are made toachieve uniform accounting policies), intangible assets and contingent liabilities arerecognised only to the extent that they were recognised by the acquiree in accordance withapplicable FRS, no goodwill is recorded, any expenses of the combination are written offimmediately in the income statement and comparative amounts are restated as if thecombination had taken place at the beginning of the earliest comparative period presented.

A-14

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.1 Basis of preparation (Contd)

Accordingly, the combined financial statements for the two years ended 31 December 2012and 2013 presented the state of affairs of the Group as at 31 December 2012 and 2013 andthe results, changes in equity and cash flows of the Group for the two years ended 31December 2012 and 2013 as if the current structure of the Group had been in existencethroughout the Relevant Period.The accounting policies applied by the Group are consistent for all years presented in thecombined financial statements.Significant accounting estimates, assumptions and judgementsThe summary of significant accounting policies used in the preparation of the combinedfinancial statements as set out in Note 3.3 often requires the use of judgements to selectspecific accounting methods and assumptions concerning the future may be required inselecting and applying those methods and policies in the combined financial statements. TheGroup bases its estimates and judgements on historical experience and various otherassumptions that it believes are reasonable under the circumstances. Actual results maydiffer from these estimates and judgements under difference assumptions or conditions.Estimates, assumptions and judgements are continually evaluated and are based onhistorical experience and other factors, including expectations of future events that arebelieved to be reasonable under the circumstances.The following are the critical assumptions and accounting estimates used in the preparationof the combined financial statements:Significant judgements in applying accounting policiesIncome taxSignificant judgement is involved in determining provision for income taxes. There arecertain transactions and computations for which the ultimate tax determination is uncertainduring the ordinary course of business. The Group recognises liabilities for expected taxissues based on estimates of whether additional taxes will be due. Where the final taxoutcome of these matters is different from the amounts that were initially recognised, suchdifferences will impact the income tax and deferred tax provisions in the period in which suchdetermination is made. The carrying amounts of the Groups current and deferred taxliabilities at the reporting date were S$958,754 (2013 S$571,631, 2012 S$415,587) andS$12,696 (2013 S$7,249, 2012 S$20,855) respectively.

A-15

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Dr Choo Wan Ling

396,201

Dr Beh Suan Tiong

446,094

842,295

The recoverable amount of a CGU is determined based on value-in-use calculations. These

calculations use cash flow projections based on financial budgets approved by managementcovering a five-year period. Cash flows beyond the five year period are extrapolated usingthe estimate rates stated below:

Gross marginGrowth rateDiscount rate

Dr Choo Wan Ling

%29316

Dr Beh Suan Tiong

%29316

The recoverable amounts of CGUs are determined from value-in-use calculations. The keyassumptions for the value-in-use calculations are those regarding the discount rates, growthrates and expected changes to rates for doctor related services and direct costs during theperiod. Management estimates discount rates using pre-tax rates that reflect current marketassessments of the time value of money and the risks specific to the CGUs. The growth ratesare based on industry growth forecasts. Changes in rates and direct costs are based on pastpractices and expectations of future changes in the market.These assumptions have been used for the analysis of each CGU. Management determinesthe budgeted gross margin based on past performance and its expectation for marketdevelopment. The weighted average growth rates used are consistent with industry reports.The discount rates used are pre-tax and reflect specific risks relating to the CGUs.

A-16

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

An increase of one percentage point in the discount rate used would have decreasedthe profit by S$205,241 (2013 and 2012 S$Nil).

A 1% decrease in future growth margin would have decreased the profit by S$148,450(2013 and 2012 S$Nil).

The carrying amount of goodwill as at 31 December 2014 amounted to S$842,295 (2013 and2012 S$Nil).Impairment tests for non-financial assetsPlant and equipment are tested for impairment whenever there is any objective evidence orindication that these assets may be impaired.The recoverable amounts of these assets and, where applicable, cash-generating units,have been determined based on value-in-use calculations. These calculations require theuse of estimates. Estimating the value-in-use requires the Group to make an estimate of theexpected future cash flows from the cash-generating unit (or group of cash-generating units)and also to use many estimates and assumptions such as future market growth, forecastrevenue and costs, useful lives of utilisation of the assets, discount rates and other factors.The carrying amount of non-financial assets at the reporting date was S$601,383 (2013:S$406,550, 2012: S$307,214). A decrease of 5% (2013: 5%, 2012: 5%) in the value-in-useof the Groups non-financial assets would have decreased the Groups profit by S$30,069(2013: S$20,328, 2012: S$15,361).Depreciation of plant and equipmentThe costs of plant and equipment are depreciated on a straight-line basis over the estimatedeconomic useful lives of the assets. The Group estimates the useful lives of the assets basedon commercial factors which could change significantly as a result of technical innovationsand competitor actions in response to severe market conditions. Changes to the expectedlevel of usage, maintenance programmes and technical developments could impact theeconomic useful lives of the assets; therefore future depreciation charges could be revised.The carrying amount of non-financial assets at the reporting date was S$601,383 (2013:S$406,550, 2012: S$307,214). If depreciation on the Groups plant and equipmentincreases/decreases by 10% from managements estimates, the Groups profit for the yearwill decrease/increase by approximately S$18,793 (2013: S$12,633, 2012: S$8,013).

A-17

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.1 Basis of preparation (Contd)

Significant accounting estimates, assumptions and judgements (Contd)Critical accounting estimates and assumptions used in applying accounting policies(Contd)Impairment of loans and receivablesThe Group assesses at the end of each reporting period whether there is any objectiveevidence that a financial asset is impaired. To determine whether there is objective evidenceof impairment, the Group considers factors such as the probability of insolvency or significantfinancial difficulties of the debtor and default or significant delay in payments.Where there is objective evidence of impairment, the amount and timing of future cash flowsare estimated based on historical loss experience for assets with similar credit riskcharacteristics. The carrying amount of the Groups loans and receivables at the end of thereporting period is disclosed in Note 8 to the financial statements.If the present value of estimated future cash flows decrease by 10% from managementsestimates, the Groups allowance for impairment will increase by S$25,778 (2013 increaseby S$15,000, 2012 increase by S$15,000).Allowance for inventory obsolescenceThe Group reviews the ageing analysis of inventories at each reporting date, and makesprovision for obsolete and slow moving inventory items identified that are no longer suitablefor sale. The net realisable value for such inventories are estimated based primarily on thelatest invoice prices and current market conditions. Possible changes in these estimatescould result in revisions to the valuation of inventories.If the net realisable values of the inventory decrease/increase by 10% from managementsestimates, the Groups profit will decrease/increase by S$20,486 (2013: S$21,901, 2012:S$16,221). The carrying amount of the inventory is disclosed in Note 7 to the financialstatements.

A-18

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.2 Changes in accounting policies

Adoption of new or revised accounting standards and interpretationsThe Group adopted the amended FRSs that are mandatory for application from that date.Changes to the Groups accounting policies have been made as required, in accordance withthe transitional provisions in the respective FRS. This includes the following FRSs which arerelevant to the Group:ReferenceRevised FRS 27Revised FRS 28

DescriptionSeparate Financial StatementsInvestments in Associates and JointVenturesConsolidated Financial StatementsJoint ArrangementsDisclosure of Interests in Other Entities

The adoption of these FRS and INT FRS, where relevant to the Group, did not result insubstantial changes to the Groups accounting policies or any significant impact on thesefinancial statements.New or revised accounting standards and interpretations not yet effectiveThe following are the new or amended FRS issued in 2014 that are not yet effective but maybe early adopted for the current financial year:

The directors do not anticipate that the adoption of the above FRS in future financial periodswill have a material impact on the financial statements of the Group.

A-19

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies

ConsolidationCommon control business combination outside the scope of FRS 103A business combination involving entities under common control is a business combinationin which all the combining entities or businesses are ultimately controlled by the same partyor parties both before and after the business combination, and that control is not transitory.Accordingly, the assets and liabilities of these entities have been accounted for at historicalamounts in the combined financial statements.In applying pooling-of-interests accounting, financial statement items of the combiningentities or businesses for the reporting period in which the common control combinationoccurs, and for any comparative periods disclosed, are included in the combined financialstatements of the combined entity as if the combination had taken place at the beginning ofthe earliest comparative period presented.A single uniform set of accounting policies is adopted by the combined entity. Therefore, thecombined entity recognised the assets, liabilities and equity of the combining entities orbusinesses at the carrying amounts in the combined financial statements of the controllingparty or parties prior to the common control combination. The carrying amounts are includedas if such consolidated financial information had been prepared by the controlling party,including adjustments required for conforming the combined entitys accounting policies andapplying those policies to all periods presented. There is no recognition of any goodwill orexcess of the acquirers interest in the net fair value of the acquirees identifiable assets,liabilities and contingent liabilities over cost at the time of the common control combination.The effects of all transactions between the combining entities or businesses, whetheroccurring before or after the combination, are eliminated in preparing the combined financialstatements of the combined entity.ConsolidationThe combined financial statements comprise the financial statements of the Company and itssubsidiaries as at the end of the reporting period. The financial statements of the subsidiariesused in the preparation of the combined financial statements are prepared for the samereporting date as the Company. Consistent accounting policies are applied to liketransactions and events in similar circumstances.All intra-group balances, income and expenses and unrealised gains and losses resultingfrom intragroup transactions and dividends are eliminated in full.Subsidiaries are consolidated from the date of acquisition, being the date on which the Groupobtains control and continue to be consolidated until the date that such control ceases.Losses and other comprehensive income are attributable to the non-controlling interest evenif that results in a deficit balance.

A-20

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Consolidation (Contd)Consolidation (Contd)If the Group loses control over a subsidiary, it:

de-recognises the assets (including goodwill) and liabilities of the subsidiary at theircarrying amounts as at that date when control is lost;

de-recognises the carrying amount of any non-controlling interest;

de-recognises the cumulative translation differences recorded in equity;

recognises the fair value of the consideration received;

recognises the fair value of any investment retained;

recognises any surplus or deficit in profit or loss;

re-classifies the Groups share of components previously recognised in other

comprehensive income to profit or loss or retained earnings, as appropriate.

A subsidiary is an investee that is controlled by the Group. The Group controls an investeewhen it is exposed, or has rights, to variable returns from its involvement with the investeeand has the ability to affect those returns through its power over the investee.Thus, the Group controls an investee if and only if the Group has all of the following:

power over the investee;

exposure, or rights or variable returns from its involvement with the investee; and

the ability to use its power over the investee to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstancesindicate that there are changes to one or more of the three elements of control listed above.When the Group has less than a majority of the voting rights of an investee, it has power overthe investee when the voting rights are sufficient to give it the practical ability to direct therelevant activities of the investee unilaterally. The Group considers all relevant facts andcircumstances in assessing whether or not the Groups voting rights in an investee aresufficient to give it power, including:

the size of the Groups holding of voting rights relative to the size and dispersion ofholdings of the other vote holders;

A-21

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Consolidation (Contd)Consolidation (Contd)

potential voting rights held by the Group, other vote holders or other parties;

rights arising from other contractual arrangements; and

any additional facts and circumstances that indicate that the Group has, or does nothave, the current ability to direct the relevant activities at the time that decisions needto be made, including voting patterns at previous shareholders meetings.

Changes in the Groups ownership interests in subsidiaries that do not result in the Grouplosing control over the subsidiaries are accounted for as equity transactions. The carryingamounts of the Groups interests and the non-controlling interests are adjusted to reflect thechanges in their relative interests in the subsidiaries. Any difference between the amount bywhich the non-controlling interests are adjusted and the fair value of the consideration paidor received is recognised directly in equity and attributed to owners of the Group.When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss andis calculated as the difference between (i) the aggregate of the fair value of the considerationreceived and the fair value of any retained interest and (ii) the previous carrying amount ofthe assets (including goodwill), and liabilities of the subsidiary and any non-controllinginterest. All amounts previously recognised in other comprehensive income in relation to thatsubsidiary are accounted for as if the Group had directly disposed of the related assets orliabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another categoryof equity as specified/permitted by applicable FRSs). The fair value of any investmentretained in the former subsidiary at the date when the control is lost is regarded as the fairvalue on the initial recognition for subsequent accounting under FRS 39, when applicable,the cost on initial recognition of an investment in an associate or a joint venture.Transactions with non-controlling interestNon-controlling interest represents the equity in subsidiaries not attributable, directly orindirectly, to owners of the Company, and are presented separately in the combinedstatement of comprehensive income and within equity in the combined statement of financialposition, separately from equity attributable to owners of the Company.

A-22

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

GoodwillGoodwill on acquisition of subsidiaries represents the excess of the considerationtransferred, the amount of any non-controlling interest in the acquiree and the acquisitiondate fair value of any previous equity interest in the acquiree over the fair value of the netidentifiable assets acquired.Goodwill on subsidiaries is recognised separately and carried at cost less accumulatedimpairment losses.Gains and losses on the disposal of subsidiaries include the carrying amount of goodwillrelating to the entity sold.Plant and equipment and depreciationPlant ad equipment are stated at cost or valuation less accumulated depreciation andaccumulated impairment losses, if any. Depreciation on other items of plant and equipmentis calculated using the straight-line method to allocate their depreciable amount over theirestimated useful lives as follows:Office equipment

2 to 5 years

Renovation

5 years

Furniture and fittings

2 to 5 years

Medical equipment

2 to 5 years

Computers

1 year

The cost of plant and equipment includes expenditure that is directly attributable to theacquisition of the items. Dismantlement, removal or restoration costs are included as part ofthe cost of plant and equipment if the obligation for dismantlement, removal or restoration isincurred as a consequence of acquiring or using the asset. Cost may also include transfersfrom equity of any gains/losses on qualifying cash flow hedges of foreign currency purchasesof plant and equipment.Subsequent expenditure relating to plant and equipment that have been recognised is addedto the carrying amount of the asset when it is probable that future economic benefits, inexcess of the standard of performance of the asset before the expenditure was made, willflow to the Group and the cost can be reliably measured. Other subsequent expenditure isrecognised as an expense during the financial year in which it is incurred.For acquisitions and disposals during the financial year, depreciation is provided from themonth of acquisition and to the month before disposal respectively. Fully depreciated plantand equipment are retained in the books of accounts until they are no longer in use.Depreciation methods, useful lives and residual values are reviewed, and adjusted asappropriate, at each reporting date as a change in estimates.A-23

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Investment in subsidiariesIn the Companys separate financial statements, investments in subsidiaries are stated atcost less allowance for any impairment losses on an individual subsidiary basis.InventoriesInventories are stated at the lower of cost and net realisable value. Cost is determined on aweighted average basis, and includes all costs of purchase and other costs incurred inbringing the inventories to their present location and condition.When inventories are sold, the carrying amount of those inventories is recognised as anexpense in the period in which the related revenue is recognised. The amount of anyallowance for writedown of inventories to net realisable value and all losses of inventoriesare recognised as an expense in the period the write-down or loss occurs. The amount of anyreversal of any allowance for write-down of inventories, arising from an increase in netrealisable value, is recognised as a reduction in the amount of inventories recognised as anexpense in the period in which the reversal occur.Financial assetsFinancial assets, other than hedging instruments, can be divided into the followingcategories: financial assets at fair value through profit or loss, held-to-maturity investments,loans and receivables and available-for-sale financial assets. Financial assets are assignedto the different categories by management on initial recognition, depending on the purposefor which the assets were acquired. The designation of financial assets is re-evaluated andclassification may be changed at the reporting date with the exception that the designationof financial assets at fair value through profit or loss is not revocable.All financial assets are recognised on their trade date the date on which the Group commitsto purchase or sell the asset. Financial assets are initially recognised at fair value, plusdirectly attributable transaction costs except for financial assets at fair value through profitor loss, which are recognised at fair value.Derecognition of financial instruments occurs when the rights to receive cash flows from theinvestments expire or are transferred and substantially all of the risks and rewards ofownership have been transferred. An assessment for impairment is undertaken at least at theend of each reporting period whether or not there is objective evidence that a financial assetor a group of financial assets is impaired.Financial assets and financial liabilities are offset and the net amount presented in thestatement of financial position when, and only when, the Group currently has a legallyenforceable right to set off the recognised amounts; and intends either to settle on a netbasis, or to realise the asset and settle the liability simultaneously.

A-24

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Financial assets (Contd)Non-compounding interest and other cash flows resulting from holding financial assets arerecognised in profit or loss when received, regardless of how the related carrying amount offinancial assets is measured.The Group does not hold any financial assets at fair value through profit or loss,held-to-maturity investments or available-for-sale financial assets.Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinablepayments that are not quoted in an active market. They arise when the Group providesmoney, goods or services directly to a debtor with no intention of trading the receivables.They are included in current assets, except for maturities greater than 12 months after theend of the reporting period. These are classified as non-current assets.Loans and receivables include trade and other receivables, excluding prepayments. Theyare initially recognised at fair value and subsequently measured at amortised cost using theeffective interest method, less allowance for impairment. If there is objective evidence thatthe asset has been impaired, the financial asset is measured at the present value of theestimated future cash flows discounted at the original effective interest rate. Impairmentlosses are reversed in subsequent periods when an increase in the assets recoverableamount can be related objectively to an event occurring after the impairment was recognised,subject to a restriction that the carrying amount of the asset at the date the impairment isreversed does not exceed what the amortised cost would have been had the impairment notbeen recognised. The impairment or write-back is recognised in profit or loss.Determination of fair valueThe fair values of quoted financial assets are based on current bid prices. If the market fora financial asset is not active, the Company establishes fair value by using valuationtechniques. These include the use of recent arms length transactions, reference to otherinstruments that are substantially the same, discounted cash flow analysis, and optionpricing models, making maximum use of market inputs. Where fair value of unquotedinstruments cannot be measured reliably, fair value is determined by the transaction price.Cash and cash equivalentsCash and cash equivalents comprise cash and bank balances.Impairment of non-financial assetsThe carrying amounts of the Groups non-financial assets, other than inventories, arereviewed at each reporting date to determine whether there is any indication of impairment.If any such indication exists, the assets recoverable amount is estimated.

A-25

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Impairment of non-financial assets (Contd)If it is not possible to estimate the recoverable amount of the individual asset, then therecoverable amount of the cash-generating unit to which the assets belong will be identified.For the purpose of assessing impairment, assets are grouped at the lowest levels for whichthere are separately identifiable cash flows (cash-generating units). As a result, some assetsare tested individually for impairment and some are tested at cash-generating unit level.Goodwill is allocated to those cash-generating units that are expected to benefit fromsynergies of the related business combination and represent the lowest level within theGroup at which management controls the related cash flows.Individual assets or cash-generating units that include goodwill and other intangible assetswith an indefinite useful life or those not yet available for use are tested for impairment atleast annually. All other individual assets or cash-generating units are tested for impairmentwhenever events or changes in circumstances indicate that the carrying amount may not berecoverable.An impairment loss is recognised for the amount by which the assets or cash-generatingunits carrying amount exceeds its recoverable amount. The recoverable amount is thehigher of fair value, reflecting market conditions less costs to sell and value-in-use, based onan internal discounted cash flow evaluation. Impairment losses recognised for cashgenerating units, to which goodwill has been allocated are credited initially to the carryingamount of goodwill. Any remaining impairment loss is charged pro rata to the other assets inthe cash-generating unit. With the exception of goodwill, all assets are subsequentlyreassessed for indications that an impairment loss previously recognised may no longerexist.Any impairment loss is charged to profit or loss unless it reverses a previous revaluation inwhich case it is charged to equity.With the exception of goodwill,(i)

An impairment loss is reversed if there has been a change in the estimates used todetermine the recoverable amount or when there is an indication that the impairmentloss recognised for the asset no longer exists or decreases.

(ii)

An impairment loss is reversed only to the extent that the assets carrying amount doesnot exceed the carrying amount that would have been determined if no impairment losshad been recognised.

(iii) A reversal of an impairment loss on a revalued asset is credited directly to equity.

However, to the extent that an impairment loss on the same revalued asset waspreviously recognised as an expense in the profit or loss, a reversal of that impairmentis recognised as income in the profit or loss.

A-26

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Impairment of non-financial assets (Contd)An impairment loss in respect of goodwill is not reversed, even if it relates to impairment lossrecognised in an interim period that would have been reduced or avoided had the impairmentassessment been made at a subsequent reporting date or end of the reporting period.A reversal of an impairment loss is recognised as income in profit or loss.Financial liabilitiesThe Groups financial liabilities comprise trade and other payables and finance leaseliabilities, excluding deferred revenue.Financial liabilities are recognised when the Group becomes a party to the contractualagreements of the instrument. All interest-related charges are recognised as an expense infinance costs in the profit or loss. Financial liabilities are derecognised if the Groupsobligations specified in the contract expire or are discharged or cancelled.Financial assets and financial liabilities are offset and the net amount presented in thestatement of financial position when, an only when, the Group currently has a legallyenforceable right to set off the recognised amounts; and intends either to settle on a netbasis, or to realise the asset and settle the liability simultaneously.Gains and losses are recognised in the profit or loss when the liabilities are derecognised aswell as through the amortisation process. As at the end of the respective reporting periods,there are no financial liabilities carried at fair value.Trade and other payablesTrade and other payables are initially measured at fair value, and subsequently measured atamortised cost, using the effective interest method.ProvisionsProvisions are recognised when the Group have a present obligation (legal or constructive)as a result of a past event, it is probable that an outflow of resources embodying economicbenefits will be required to settle the obligation and a reliable estimate can be made of theamount of the obligation. Present obligations arising from onerous contracts are recognisedas provisions.The directors review the provisions annually and where in their opinion, the provision isinadequate or excessive, due adjustment is made.

A-27

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Provisions (Contd)If the effect of the time value of money is material, provisions are discounted using a currentpre-tax rate that reflects, where appropriate, the risks specific to the liability. Wherediscounting is used, the increase in the provision due to the passage of the time isrecognised as finance costs.LeasesWhere the Group is the lessee,Finance leasesWhere assets are financed by lease agreements that give rights approximating to ownership,the assets are capitalised as if they had been purchased outright at values equivalent to thelower of the fair values of the leased assets and the present value of the total minimum leasepayments during the periods of the leases. The corresponding lease commitments areincluded under liabilities. The excess of lease payments over the recorded lease obligationsare treated as finance charges which are amortised over each lease to give a constanteffective rate of charge on the remaining balance of the obligation.The leased assets are depreciated on a straight-line basis over their estimated useful livesas detailed in the accounting policy on Plant and equipment.Operating leasesRentals on operating leases are charged to profit or loss on a straight-line basis over thelease term. Lease incentives, if any, are recognised as an integral part of the netconsideration agreed for the use of the leased asset. Penalty payments on early termination,if any, are recognised in the profit or loss when incurred.Contingent rents are mainly determined as a percentage of revenue in excess of a specifiedamount during the month. They are charged to the profit or loss when incurred.Where the Group is the lessor,Operating leasesRental income (net of any incentives given to lessees) is recognised on a straight-line basisover the lease term.Share capitalOrdinary shares are classified as equity. Incremental costs directly attributable to theissuance of new ordinary shares are deducted against the share capital account.

A-28

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

DividendsFinal dividends proposed by the directors are not accounted for in owners equity as anappropriation of retained earnings, until they have been approved by the shareholders in ageneral meeting. When these dividends have been approved by the shareholders anddeclared, they are recognised as a liability.Interim dividends are simultaneously proposed and declared, because of the articles ofassociation of the Company grant the directors the authority to declare interim dividends.Consequently, interim dividends are recognised directly as a liability when they are proposedand declared.Income taxesCurrent income tax for current and prior periods is recognised at the amount expected to bepaid to or recovered from the tax authorities, using the tax rates and tax laws that have beenenacted or substantively enacted by the end of the reporting period.Deferred income tax is recognised for all temporary differences arising between the taxbases of assets and liabilities and their carrying amounts in the financial statements exceptwhen the deferred income tax arises from the initial recognition of goodwill or an asset orliability in a transaction that is not a business combination and affects neither accounting ortaxable profit or loss at the time of the transaction.A deferred income tax liability is recognised on temporary differences arising on investmentsin subsidiaries, except where the Group is able to control the timing of the reversal of thetemporary difference and it is probable that the temporary difference will not reverse in theforeseeable future.A deferred income tax asset is recognised to the extent that it is probable that future taxableprofit will be available against which the deductible temporary differences and tax losses canbe utilised. Deferred tax assets are reviewed at each reporting date and are reduced to theextent that it is no longer probable that the related tax benefit will be realised.Deferred income tax is measured:(i)

at the tax rates that are expected to apply when the related deferred income tax assetis realised or the deferred income tax liability is settled, based on tax rates and tax lawsthat have been enacted or substantively enacted by the end of the reporting period; and

(ii)

based on the tax consequence that will follow from the manner in which the Groupexpects, at the end of the reporting period, to recover or settle the carrying amounts ofits assets and liabilities.

A-29

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Income taxes (Contd)Current and deferred income taxes are recognised as income or expense in profit or loss,except to the extent that the tax arises from a business combination or a transaction whichis recognised either in other comprehensive income or directly in equity. Deferred tax arisingfrom a business combination is adjusted against goodwill on acquisition.Deferred tax assets and liabilities are offset if there is a legally enforceable right to offsetcurrent tax liabilities and assets and they relate to income taxes levied by the same taxauthorities on the same taxable entity, or on different tax entities, provided they intend tosettle current tax liabilities and assets on a net basis or their tax assets and liabilities will berealised simultaneously.Earnings per shareBasic and diluted earnings per share amounts are calculated by dividing net profit for theyear attributable to the owners of the Company by the number of ordinary shares outstandingduring the financial years.Revenue recognitionProvision of obstetrical and gynaecological servicesRevenue from the provision of obstetrical and gynaecological services is recognised whenthe services are rendered.Rental incomeRental income from operating leases (net of any incentives given to the lessees) isrecognised on a straight-line basis over the lease term.Interest incomeInterest income from bank deposits is recognised as it accrues, using the effective interestmethod.Dividend incomeDividend income is recognised when the right to receive payment is established.

A-30

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Employee benefitsShort-term employee benefitsShort-term employee benefit obligations are measured on an undiscounted basis and areexpensed as the related service is provided. A liability is recognised for the amount expectedto be paid under short-term cash bonus if the Group has a present legal or constructiveobligation to pay this amount as a result of past service provided by the employee, and theobligation can be estimated reliably.Pension obligationsThe Company and the Group participate in the defined contribution national pensionschemes as provided by the laws of the countries in which it has operations. In particular, theSingapore incorporated companies in the Group contribute to the Central Provident Fund, adefined contribution plan regulated and managed by the Government of Singapore, whichapplies to the majority of the employees. The contributions to national pension schemes arecharged to the profit or loss in the period to which the contributions relate.Employee leave entitlementsEmployee entitlements to annual leave are recognised when they accrue to employees.Accrual is made for the unconsumed leave as a result of services rendered by employees upto the end of the reporting period.Share-based compensationThe Group issues equity-settled share-based payments to certain employees. The fair valueof the employee services received in exchange for the shares issued is recognised as anexpense in the profit or loss with a corresponding increase in the share capital. The totalamount to be recognised as expense is determined by reference to the fair value of theshares on the date of the grant.Key management personnelKey management personnel are those persons having the authority and responsibility forplanning, directing and controlling the activities of the entity. Directors and certainmanagement executives are considered key management personnel.

A-31

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Related partiesA related party is defined as follows:a.

b.

A person or a close member of that persons family is related to the Group if that person:i.

has control or joint control over the Group;

ii.

has significant influence over the Group; or

iii.

is a member of the key management personnel of the Group.

An entity is related to the Group if any of the following conditions applies:

i.

the entity and the Group are members of the same group (which means that eachparent, subsidiary and fellow subsidiary is related to the others);

ii.

one entity is an associate or joint venture of the other entity (or an associate orjoint venture of a member of a group of which the other entity is a member);

iii.

both entities are joint ventures of the same third party;

iv.

one entity is a joint venture of a third entity and the other entity is an associate ofthe third entity;

v.

the entity is a post-employment benefit plan for the benefit of employees of eitherthe Group or an entity related to the Group. If the Group is itself such a plan, thesponsoring employers are also related to the Group;

vi

the entity is controlled or jointly controlled by a person identified in (a); or

vii

a person identified in (a) (i) has significant influence over the entity or is a memberof the key management personnel of the entity (or of a parent of the entity).

Government grantsGovernment grants are recognised initially as deferred income at fair value when there isreasonable assurance that they will be received and the Group will comply with theconditions associated with the grant.Grants that compensate the Group for expenses incurred are recognised in profit or loss asother income on a systematic basis in the same periods in which the expenses arerecognised. Where the grant relates to an asset, the fair value is credited to a deferredincome account and is released to profit or loss over the expected useful life of the asset.

A-32

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20143

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)

Borrowing costsBorrowing costs directly attributable to the acquisition, construction or production ofqualifying assets, which are assets that necessarily take a substantial period of time to getready for their intended use or sale, are added to the cost of those assets, until such time asthe assets are substantially ready for their intended use or sale. Investment income earnedon the temporary investment of specific borrowings pending their expenditure on qualifyingassets is deducted from the borrowing costs eligible for capitalisation.All other borrowing costs are recognised in profit or loss in the period in which they areincurred.Functional and presentation currencyItems included in the financial statements of each entity in the Group are measured using thecurrency of the primary economic environment in which the entity operates (functionalcurrency). The functional currency of the Company is Singapore Dollars.The consolidated financial statements of the Group are presented in Singapore Dollars. Thechoice of presentation currency is to better reflect the currency that mainly determineseconomic effects of transactions, events and conditions of the Group.Conversion of foreign currenciesTransactions and balancesTransactions in a currency other than the functional currency (foreign currency) aretranslated into the functional currency using the exchange rates at the dates of thetransactions. Currency translation differences resulting from the settlement of suchtransactions and from the translation of monetary assets and liabilities denominated inforeign currencies at the closing rates at the reporting date are recognised in profit or loss.Non-monetary items measured at fair values in foreign currencies are translated using theexchange rates at the date when the fair values are determined.

A-33

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20144

SubsidiariesAcquisitions of subsidiariesOn 11 February 2014, the Company issued 25,894,737 new shares to the shareholders ofBehs Clinic for Women Pte. Ltd., ST Surgery Pte. Ltd. and Choo Wan Ling Womens ClinicPte. Ltd. (collectively hereinafter referred to as the Subsidiaries) for total purchaseconsideration amounting to S$3,065,808 to acquire 100 per cent equity interests in theseentities. The purchase considerations were arrived at on a willing-buyer, willing-seller basis.The Company engaged an independent professional valuer to perform a valuation of the fairvalue of the identifiable assets and liabilities of the Subsidiaries as at 1 January 2014. Thefair value acquired approximated their book value. There were no intangible assets identifiedwhich were previously not recorded in the subsidiary, after a purchase price allocationexercise had been performed. Pursuant to the purchase price allocation exercise, the Grouprecognised a goodwill arising on consolidation of S$842,295 at 1 January 2014.The acquisition of the Subsidiaries is expected to increase the business synergies andincrease the Groups market share of the industry.The following summarises the major classes of consideration transferred, and therecognised amounts of assets acquired and liabilities assumed at the acquisition date:(a)

Consideration transferredS$Total consideration transferred satisfied by issuance of sharesby the Company

Deferred tax liabilities (Note 14)

Total net identifiable assets

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20144

Subsidiaries (Contd)Acquisitions of subsidiaries (Contd)(c)

Effect on cash flows of the Group

S$

(d)

Cash and cash equivalents in subsidiary acquired

2,506,686

Net cash inflow on acquisition

2,506,686

Acquisition-related costThe Group incurred acquisition-related costs relating to external legal fees and duediligence costs amounting to S$850,692, of which S$706,448 have been included inother operating expenses in the Groups statement of comprehensive income andS$144,244 was charged against share capital as share issuance cost in the Groupsstatement of changes in equity.

(e)

Revenue and profit contribution

The Subsidiaries contributed S$1,919,371 to Groups profit for the year ended 31December 2014 with effect from 1 January 2014. The Subsidiaries assets and liabilitiesat 31 December 2014 were S$2,945,118 and S$742,278 respectively.Details of all the Groups wholly-owned subsidiaries are set out below:

Name

Country ofPrincipal activities incorporation

Percentage of interest held

31 December 31 December 31 December201420132012%

Heng Clinic for

Women Pte.Ltd. (3)

Provision ofobstetrical andgynaecologicalservices

Singapore

100

K W Lee Clinic& Surgery forWomen Pte.Ltd. (3)

Provision ofobstetrical andgynaecologicalservices

Singapore

100

Behs Clinic for

Womens Pte.Ltd. (3)

Provision ofobstetrical andgynaecologicalservices

Singapore

100

ST SurgeryPte. Ltd. (1)

Specialised medical Singapore

services

100

A-35

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20144

Subsidiaries (Contd)Acquisitions of subsidiaries (Contd)(e)

Revenue and profit contribution (Contd)

Country ofPrincipal activities incorporation

Name

Percentage of interest held

31 December 31 December 31 December201420132012%

SOG-RadhikaBreast andGeneralSurgicarePte. Ltd. (2)(3)

Provision ofobstetrical andgynaecologicalservices

Singapore

100

SOG-Cindy PangClinic forWomenPte. Ltd. (2)(4)

Provision ofobstetrical andgynaecologicalservices

Singapore

100

(1)

ST Surgery Pte. Ltd. ceased its operation and commenced voluntary liquidation procedures inSeptember 2014, and is currently awaiting approval from the Singapore government.

(2)

SOG-Radhika Breast and General Surgicare Pte. Ltd. and SOG-Cindy Pang Clinic for Women Pte. Ltd.were incorporated on 22 September 2014 and 20 October 2014, respectively.As the financial effect of the incorporation is not significant to the Group, the relevant disclosures underFRS 103 Business Combinations are not included in these combined financial statements.

(3)

Audited by Foo Kon Tan LLP

(4)

Not required to be audited under the laws and regulations of the country of incorporation.

Goodwill2014S$

2013S$

2012S$

Cost and carrying value

GoodwillAt beginning of yearAcquisition of subsidiaries (Note 4)

842,295

At end of year

842,295

Impairment tests for goodwill

As at 31 December 2014, the carrying amount of goodwill is attributable to the Groupscash-generating unit (CGU) comprising Behs Clinic and Choo Wan Ling.2014S$

A-36

2013S$

2012S$

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20145

Goodwill (Contd)Impairment tests for goodwill (Contd)

Choo Wan Ling

Dr Beh Suan Tiong

2014S$

2013S$

2012S$

396,201446,094

842,295

The recoverable amounts of these CGUs were determined based on value-in-use

calculations. The value-in-use calculation is a discounted cash flow model using cash flowprojections based on the most recent financial budgets prepared by management coveringthe five-year period ending 2019. The terminal growth rates used for the CGUs do not exceedmanagements expectation of the long term growth rate of the industry and country in whichthe CGUs operates.Cash flows beyond the five year period are extrapolated using the estimate rates statedbelow:Choo Wan Ling%

Dr Beh%

29

29

16

16

Gross margin (1)

Growth rate

(2)

Discount rate (3)

1

Budgeted gross margin

Weighted average growth rate used to extrapolate cash flows beyond the budget period.

Pre-tax discount rate applied to the pre-tax cash flow projections

These assumptions were used for the analysis of each CGU within the business segment.Management determined budgeted gross margin based on past performance and itsexpectations of the market developments. The weighted average growth rates used wereconsistent with the forecasts included in industry reports. The discount rates used werepre-tax and reflected specific risks relating to the relevant segments.The Group believes that any reasonably possible changes in the above key assumptionsapplied are not likely to materially cause the recoverable amounts to be lower than itscarrying amounts.The recoverable amounts have been estimated to be higher than the carrying amounts of theCGUs, and no impairment is required.

A-37

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20146

Plant and equipment

Officeequipment

Furnitureand fittings

Medicalequipment

S$

S$

S$

At 1 January 2012

25,621

73,915

211,470

21,250

332,256

Additions

12,758

22,076

132,995

115,810

6,127

289,766

At 31 December 2012

38,379

95,991

344,465

137,060

6,127

622,022

Additions

10,946

22,292

87,548

170,522

11,757

49,325

118,283

307,582

17,884

Renovation ComputerS$

S$

TotalS$

Cost

DisposalAt 31 December 2013

(108,000)324,013

303,065(108,000)817,087

Business combination (Note 4)

3,438

754

20

3,939

474

8,625

Additions

5,040

2,193

266,548

72,830

27,880

374,492

Write-off

(25,150)

(82,299)

(35,811)

(5,755)

Reclassification

(13,405)

At 31 December 2014

(149,016)

13,405

19,248

38,931

554,770

378,596

59,643

1,051,188

17,536

73,915

121,973

21,251

234,675

4,009

938

37,229

31,830

6,127

80,133

21,545

74,853

159,202

53,081

6,127

314,808

5,890

6,943

58,014

43,725

11,757

126,329

27,435

81,796

186,616

96,806

17,884

410,537

8,599

9,763

65,811

84,601

19,160

187,934

(25,034)

(82,083)

(35,795)

(5,754)

Accumulated depreciationAt 1 January 2012Depreciation for the yearAt 31 December 2012Depreciation for the yearDisposalAt 31 December 2013Depreciation for the yearWrite-offReclassification

(30,600)

(148,666)

6,827

4,173

9,476

216,632

175,653

43,871

449,805

At 31 December 2012

16,834

21,138

185,263

83,979

307,214

At 31 December 2013

21,890

36,487

137,397

210,776

406,550

At 31 December 2014

15,075

29,455

338,138

202,943

15,772

601,383

At 31 December 2014

(6,827)

(30,600)

Net book value

As at 31 December 2014, medical equipment with a net book value of S$Nil (2013: S$Nil and2012: S$95,400) was acquired under finance leases (Note 15).

A-38

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20147

Inventories

Pharmacy supplies

2014S$

2013S$

2012S$

204,860

219,013

162,205

Inventories recognised as an expense in cost of sales amounted to S$811,931 (2013

S$954,718 and 2012 S$692,064).There were no write-down in value of inventories and no write-off of inventories during thefinancial years ended 31 December 2012, 2013 and 2014.8

Net trade receivables

Amount due from employee (non-trade)Amounts due from directors (non-trade)DepositsOther receivables

1,346,062

186,39515,523

463,68475,000

34,43721,369

415,62975,000161,770118,79213,386

Loans and receivables

Prepayments

1,547,980383,504

594,490797,212

784,57718,462

1,931,484

1,391,702

803,039

An aging analysis of trade receivables at the reporting date is as follows:

2014S$Not past duePast due more than 1 month but less than2 monthsPast due more than 2 months

A-39

2013S$

2012S$

372,373

308,085

269,220

400,185573,504

20,626134,973

46,358100,051

1,346,062

463,684

415,629

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 20148

Trade and other receivables (Contd)

Trade receivables relate to the collection of doctors professional fees to be paid by therespective hospitals in Singapore. The Group generally extends between 30-day and 60-daycredit terms. No interest is charged on outstanding balances. The Group actively reviews thetrade receivable balances and follows up on outstanding debts with the hospitals.The impaired receivables relate to those with recoverability issue. Except as provided aboveand based on historical default rates, the Group believes that no impairment allowance isnecessary in respect of trade receivables not past due or past due up to 30 days. Thesereceivables are mainly arising by customers that have a good credit record with the Group.The non-trade amount due from employee of S$75,000 as at 31 December 2012, comprisingpenalty for pre-mature termination of employment contract, is unsecured, interest-free andrepayable on demand. These were fully repaid in 2014.The non-trade amounts due from directors of the Company of S$161,770 as at 31 December2012, comprising advances, were unsecured, interest-free and repayable on demand. Thesewere fully repaid in March 2013.Included in the prepayments are the following:1.

prepayment of S$250,000 (2013 and 2012: S$Nil) for the total cost of acquisition of aninvestment in a convertible bond in a third party.

2.

prepayment of costs incurred in relation to the proposed listing of S$Nil (2013:

S$796,192, 2012: S$Nil).

Bad debts written off directly in the profit or loss during the financial year ended 31 December2014 amounted to S$103,799 (2013 and 2012: S$Nil).Trade and other receivables are denominated in Singapore dollars. Refer to Note 25 fordetails of credit risk exposure.9

Cash and cash equivalents

2014S$Cash on hand

2013S$

2012S$

3,199

2,002

988

Cash at bank

10,272,915

6,407,179

4,578,896

Fixed deposits

1,000,000

11,276,114

6,409,181

4,579,884

Cash and cash equivalents are denominated in Singapore dollars.

The fixed deposit has an average maturity of 1 month (2013 Nil, 2012 Nil) from the endof the financial year with the following weighted average effective interest rates of 1.12%.

A-40

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201410

Prior to the Restructuring Exercise described in Note 2 and for the purpose of preparation ofthe combined financial statements, the share capital as at 31 December 2012 represents theissued share capital of the Company.The Company was incorporated on 6 January 2011 as a private limited company with anauthorised share capital of S$20. On incorporation, 200 ordinary shares were issued assubscriber shares for cash.In 2014, the Company issued the following shares:1.

148,105,063 new ordinary shares for an aggregate consideration of S$2,962,101 to

acquire two 100% owned subsidiaries, comprising Heng Clinic and K W Lee Clinic forWomen, in connection with the Restructuring Exercise as set out in Note 2.

2.

for the purchase of 100% equity interests in the new subsidiaries, the Company issued25,894,737 new shares to the shareholders of Behs Clinic for Women Pte. Ltd., STSurgery Pte. Ltd. and Choo Wan Ling Womens Clinic Pte. Ltd. for a total considerationof S$3,065,808 of which an amount of S$1,294,738 has been recognised as sharecapital. The remaining amount of S$1,771,070, representing the excess of the fair valueof the purchase consideration over the nominal value of the share capital issued, hasbeen recognised in capital reserve (see Note 11).

3.

On 12 December 2014, the Company issued 400,000 new shares to Dr. Chua WeilynNatalie for a total consideration of S$100,000 as profit-sharing incentive.

Transaction costs of S$144,244 (2013 and 2012 S$Nil) related to the proposed initial publicoffering of shares were deducted directly against the share capital.The holders of ordinary shares are entitled to receive dividends as declared from time to timeand are entitled to one vote per share at meetings of the Company. All shares rank equallywith regard to the Companys residual assets.

A-41

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201411

Capital reserveThe capital reserve represents the difference between the fair value of the purchaseconsideration paid by the Company and the net assets of Choo Wan Ling Womens ClinicPte. Ltd., ST Surgery Pte. Ltd. and Behs Clinic for Womens Pte. Ltd. acquired by theCompany during the financial year ended 31 December 2014.

12

Merger reserveThe merger reserve represents the difference between the consideration paid by theCompany and the net assets of K W Lee Clinic & Surgery for Women Pte. Ltd. and HengClinic for Women Pte. Ltd. acquired by the Company.

13

Trade and other payables

13.1 Trade and other payables

2014S$

2013S$

2012S$

Trade payables

525,214

174,289

97,043

Accrued operating expense

579,947

230,034

93,198

Amounts due to director (non-trade)

244,000

262,080

118,695

Other payables

400,390

111,378

139,182

1,749,551

777,781

448,118

Trade amounts due to directors, comprising advances and payable for the lease of asubsidiarys office premise, are unsecured, interest-free and repayable on demand.Trade payables have credit terms of 30 days (2013 30 days and 2012 30 days).Trade and other payables are denominated in Singapore dollars. Please refer to Note 25 fordetails of liquidity risk exposure.13.2 Deferred revenue2014S$

2013S$

2012S$

279,076

308,340

9,969

Fees received, represented as:

Current liabilities

The Group offers Antenatal maternity package (the package) to patients which covers allpregnancy-related consultations. Under the package, the patients pay an upfront packagefee; and the Company recognises the fee collected as deferred income which is amortisedover the patients remaining pregnancy period till the birth of the baby.

A-42

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201414

Deferred tax liabilities

2014S$

2013S$

2012S$

At 1 January

7,249

20,855

7,855

Business combination (Note 4)

5,466

Recognised in profit or loss (Note 21)

(19)

At 31 December

12,696

(13,606)

13,000

7,249

20,855

Deferred tax liabilities comprised the following:

2014S$

2013S$

2012S$

12,696

7,249

20,855

2014S$

2013S$

2012S$

Due within one year or less

37,814

Due after one year but within five years

56,722

94,536

Less: Finance charges allocated to future

periods

(4,536)

Present value of minimum hire-purchase

payments

90,000

Due within one year or less

36,000

Due after one year but within five years

54,000

90,000

2.49

Plant and equipment

15

Finance leases

Minimum instalments payable:

Present value of minimum hire-purchase

payments:

Weighted average interest rate

In 2012, the Group leased two medical equipment from non-related parties under financeleases. The lease agreements do not have renewal clauses but provide the Group withoptions to purchase the leased assets at nominal values at the end of the lease term. Thefinance lease obligations are secured by the underlying assets as disclosed in Note 6.

A-43

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201415

Finance leases (Contd)

The carrying amounts and fair values of finance lease liabilities are as follows:

2014 and 2013

Finance lease liabilities

2012Finance lease liabilities16

Carryingamounts$90,000

Fairvalues$88,408

2014S$

2013S$

2012S$

13,546,906

8,641,700

8,116,481

2014S$

2013S$

2012S$

Rental income

29,183

38,969

129,025

Government grant

96,888

25,143

5,000

8,880

10,612

2,433

10,340

145,563

66,545

144,365

2014S$

2013S$

2012S$

Changes in inventories

183,259

(56,808)

54,477

Inventories used

628,672

1,011,526

637,587

Laboratory test and charges

417,965

183,304

416,960

Hospital facility charges

214,254

68,229

139,997

66,049

5,550

3,200

1,510,199

1,211,801

1,252,221

Other operating income

Sponsorship incomeSundry income

18

Fairvalues$

Revenue

Provision of obstetrical and gynaecological

services17

Carryingamounts$

Consumables and medical supplies used

Others

A-44

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201419

Utilisation of deferred tax assets on

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201421

Income tax expense (Contd)

Deferred tax assets have not been recognised in respect of the following items because it isnot probable that future taxable profit will be available against which the Group can utilise thebenefits therefrom:

The Group

2014S$

Deductible temporary differences

Tax losses

2013S$

2012S$

688,918

688,918

1,485,164

2,174,082

688,918

The unabsorbed losses is subject to the agreement and compliance with the relevant rulesand procedures of the Inland Revenue Authority of Singapore. The deductible temporarydifferences do not expire under current tax legislation.22

For illustrative purposes (*)

(Based on 174,400,000 shares)Basic and diluted earnings per share (S$)

Basic and diluted earnings per share per share for the years ended 31 December 2012, 2013and 2014 have been computed by dividing the net profit by the ordinary shares issued andoutstanding at the end of each financial year.The Company did not have any stock options or dilutive potential ordinary shares during theyears ended 31 December 2012, 2013 and 2014.(*) Earnings per share is calculated based on the profit after tax for the years ended 31December 2012 and 31 December 2013 based on 174,400,000 shares of the Company forillustrative purposes only.

A-47

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201423

Significant related party transactions

(a)

Other than as disclosed elsewhere in the financial information, significant transactions withrelated parties are as follows:2014S$

2013S$

2012S$

Rental expenses paid/payable to Lee and

Lee Clinic Pte Ltd #

251,218

216,000

216,000

Rental expenses paid/payable to Avesa

Pte Ltd #

120,000

120,000

120,000

Rental expense paid/payable to director

90,000

68,500

Rental income received/receivable from

Surgeons International Holdings Pte Ltd #

22,500

29,000

24,000

Transactions with shareholders cum

director

(b)

This relates to an entity in which a director cum shareholder has financial interest.

Key management personnel compensation

Operating segmentsNo operating segment information has been prepared as the Group has only one reportablesegment related to provision of obstetrical and gynaecological services. No presentation ofgeographical information has been presented as the Groups operations are only inSingapore.

25

Financial risk management

The Group is exposed to financial risks arising from its operations. The key financial risksinclude credit risk, liquidity risk and interest rate risk. The Groups overall risk managementprogramme focuses on the unpredictability of financial markets and seeks to minimiseadverse effects from the unpredictability of financial markets on the Groups financialperformance.

A-48

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201425

Financial risk management (Contd)

The Board of Directors is responsible for settling the objectives and underlying principles offinancial risk management for the Group, as well as establishing and reviewing the detailedfinancial risk management policies for the Group.Board of Directors has overall responsibility for the establishment and oversight of theGroups risk management framework. The Groups risk management policies are establishedto set out its overall business strategies, tolerance of risk and general risk managementphilosophy. Risk management policies and systems are reviewed regularly to reflect changesin market conditions and the Groups activities.The carrying amounts of financial assets and financial liabilities at the reporting date bycategories are as follows:2014S$

The Group

2013S$

2012S$

1,547,980

594,490

784,577

11,276,114

6,409,181

4,579,884

12,824,094

7,003,671

5,364,461

1,749,551

777,781

448,118

90,000

1,749,551

777,781

538,118

Loans and receivable at amortised cost

Trade and other receivables, excludingprepaymentsCash and bank balances

Financial liabilities at amortised cost

Credit riskCredit risk refers to the risk that counterparties may default on their contractual obligationsresulting in financial loss to the Group. The Groups exposure to credit risk arises primarilyfrom cash and bank deposits, and trade and other receivables. For trade receivables, theGroup adopts the practice of dealing only with those customers of appropriate credit history,and obtaining sufficient security where appropriate to mitigate credit risk. The tradereceivables balance and payment profile of the customers are monitored on an ongoing basiswith the result that the Groups exposure to bad debts is not significant. For other financialassets, the Group adopt the policy of dealing only with high credit quality counterparties.Credit risk with respect to trade receivables is generally diversified due to the large numberof patients comprising the client base.

A-49

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201425

Financial risk management (Contd)

Credit risk (Contd)The Group establishes an allowance for impairment that represents its estimate of incurredlosses in respect of trade and other receivables. The allowance account in respect of tradeand other receivables is used to record impairment losses unless the Group is satisfied thatno recovery of the amount owing is possible. At that point, the financial asset is consideredirrecoverable and the amount charged to the allowance account is written off against thecarrying amount of the impaired financial asset.The maximum exposure to credit risk at the reporting date is the carrying value of each classof financial assets as follows:2014S$

The Group

2013S$

2012S$

Financial assetsTrade and other receivables

1,547,980

594,490

784,577

Cash and cash equivalents

11,276,114

6,409,181

4,579,884

12,824,094

7,003,671

5,364,461

Cash is placed with financial institutions which are regulated and have good credit ratings.Liquidity riskLiquidity risk is the risk that the Group will encounter difficulty in raising funds to meetcommitments associated with financial instruments that are settled by delivering cash oranother financial asset. Liquidity risk may result from an inability to sell a financial assetquickly at close to its fair value.The Groups exposure to liquidity risk arises primarily from mismatches of the maturities offinancial assets and liabilities. As part of its overall prudent liquidity management, the Groupmaintains sufficient level of cash to meet its working capital requirement.

A-50

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201425

As at 31 December 2012Trade and other payablesFinance lease liabilities

It is not expected that the cash flows included in the maturity analysis could occursignificantly earlier, or at significantly different amounts.Market price riskMarket price risk is the risk that the fair value or future cash flows of the Groups financialinstruments will fluctuate because of changes in market prices.The Group is not exposed to any movement in market price risk as it does not hold anyquoted or marketable financial instruments.Foreign currency riskForeign currency risk is the risk that the value of a financial instrument will fluctuate due tochanges in foreign exchange rates. Currency risk arises when transactions are denominatedin foreign currencies.The Group is not exposed to foreign currency risks because its transactions and relatedfinancial assets and financial liabilities are mainly transacted in the respective functionalcurrencies of the Group entities which is the Singapore dollar.A-51

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201425

Financial risk management (Contd)

Interest rate riskInterest rate risk is the risk that the fair value or future cash flows of the Groups financialinstruments will fluctuate because of changes in market interest rates.The Groups interest bearing financial liabilities related to finance lease arrangement are atfixed rates.The Group is not exposed to any cash flow risk as it does not have any monetary financialinstruments with variable interest rates.Fair values of financial instrumentsThe carrying amounts of other financial assets and liabilities with a maturity of less than oneyear (including trade and other receivables, cash and cash equivalents, finance leaseliabilities and trade and other payables) approximate their fair values because of the shortperiod to maturity.

26

Fair value measurement

Definition of fair valueFRSs define fair value as the price that would be received to sell an asset or paid to transfera liability in an orderly transaction between market participants at the measurement date.

27

Operating lease commitments

(A)

Where the Group is the lessee

At the end of the reporting year, the Group were committed to making the following rentalpayments in respect of non-cancellable operating leases of office and clinic premises with anoriginal term of more than one year:

The Group

2014S$

2013S$

2012S$

Within one year or less

735,216

564,379

559,858

Within two to five years

497,334

974,035

341,982

1,232,550

1,538,414

901,840

Operating leases expire between 16 February 2012 and 30 November 2017 at fixed rental.

A-52

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF

SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIALYEARS ENDED 31 DECEMBER 2012, 2013 AND 201427

Operating lease commitments (Contd)

(B)

Where the Group is the lessor

At the end of reporting year, the Group had the following rental income under non-cancellablelease for commercial premises with a term of more than one year:

The GroupWithin one year or lessWithin two to five years

28

2014S$30,00012,500

2013S$10,000

2012S$24,00010,000

42,500

10,000

34,000

Capital managementThe Groups objectives when managing capital are:(a)

To safeguard the Groups ability to continue as a going concern;

(b)

To support the Groups stability and growth;

(c)

To provide capital for the purpose of strengthening the Groups risk managementcapability; and

(d)

To provide an adequate return to shareholders.

The Group actively and regularly reviews and manages its capital structure to ensure optimalcapital management and shareholder returns, taking into consideration the future capitalrequirements of the Group and capital efficiency, prevailing and projected profitability,projected operating cash flows, projected capital expenditures and projected strategicinvestment opportunities.The Group currently does not adopt any formal dividend policy.The Group is not subject to externally imposed capital requirements.The Group monitors capital using Gearing Ratio, which is calculated using total liabilitiesdivided by total equity.

The GroupTotal liabilitiesTotal equityGearing ratio29

2014S$

2013S$

2012S$

3,000,077

1,665,001

984,529

11,856,059

6,761,445

4,867,813

25.3%

24.6%

20.2%

Subsequent eventSubsequent to 31 December 2014, the Company approved the declaration of a final dividendof 35% of net income amount of S$1,482,400 on 9 March 2015.

A-53

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APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014

Unaudited Pro Forma Combined Financial Information

Singapore O&G Ltd. and its subsidiariesFor the year ended 31 December 2014

B-1

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014ContentsPageReport on the unaudited pro forma combined financial information

B-3

Unaudited pro forma combined statement of financial position

B-5

Unaudited pro forma combined statement of changes in equity

B-6

Unaudited pro forma combined statement of cash flows

B-7

Notes to the unaudited pro forma combined financial information

B-8

B-2

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014INDEPENDENT AND REPORTING AUDITORS REPORTON THE COMPILATION OF UNAUDITED PRO FORMACOMBINED FINANCIAL INFORMATION OF SINGAPORE O&G LTD.AND ITS SUBSIDIARIESFor the financial year ended 31 December 2014[[] 2015]The Board of DirectorsSingapore O&G Ltd.#01-8034 Cassia CrescentSingapore 390034Report on the Unaudited Pro Forma Combined Financial InformationWe report on the unaudited pro forma combined financial information set out in the prospectusdated [o/s] 2015, which has been prepared, for illustrative purposes only and based on certainassumptions and after making certain adjustments to show what the financial position and cashflows of Singapore O&G Ltd. (the Company; formerly known as Singapore Medicine SpecialistsPte. Ltd.) and its subsidiaries (collectively, the Group) as at 31 December 2014 would have beenif the significant events as disclosed in Note 2 had occurred at the end of 31 December 2014.The unaudited pro forma combined financial information, because of its nature, may not give atrue picture of the Groups actual financial position, results or cash flows of the Group.The unaudited pro forma combined financial information is the responsibility of the directors of theCompany. Our responsibility is to express an opinion on the unaudited pro forma combinedfinancial information based on our work.We carried out procedures in accordance with Singapore Statement of Auditing Practice 2,Auditors and Public Offering Documents (SSAP 2). Our work, which involved no independentexamination of the underlying financial information, consisted primarily of comparing theunaudited pro forma combined financial information to the Company and its subsidiaries financialstatements (or where information is not available in the Companys financial statements, toaccounting records), considering the evidence supporting the adjustments and discussing theunaudited pro forma combined financial information with the directors of the Company.

on the basis stated in Note 3; and

in a manner consistent with the accounting policies of the Group.

each material adjustment made to the information used in the preparation of the unauditedpro forma combined financial information is appropriate for the purpose of preparing suchfinancial information.

This report has been prepared solely for inclusion in the offering document of Singapore O&G Ltd.in connection with the initial public offering of the ordinary shares of the Company on Catalist, thesponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited. Ourwork has not been carried out in accordance with auditing, assurance or other standards andpractices and accordingly should not be relied upon as if it had been carried out in accordancewith those standards and practices. Therefore, this report is not appropriate in other jurisdictionsand should not be used or relied upon for any purpose other than the proposed public offeringdescribed above. We accept no duty or responsibility to and deny any liability to any party inrespect of any use of, or reliance upon, this report other than the proposed public offeringdescribed above.

Yours faithfully

Foo Kon Tan LLP

Public Accountants andChartered AccountantsSingapore

Robin Chin Sin Beng

Partner-in-charge

B-4

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014Unaudited Pro FormaCombined Statement of Financial PositionAs at 31 December 2014UnauditedPro forma31 December 2014S$ASSETSNon-current assetsGoodwillPlant and equipment

842,295601,3831,443,678

Current assetsInventoriesTrade and other receivablesCash and cash equivalents

EQUITY AND LIABILITIES

Current liabilitiesTrade and other payablesDeferred revenueCurrent tax liabilities

1,749,551279,076958,7542,987,381

Total liabilities

3,000,077

Total equity and liabilities

13,373,736

The annexed notes form an integral part of and should be read in conjunction withthese unaudited pro forma combined financial information.B-5

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014Unaudited Pro FormaCombined Statement of Changes in EquityAs at 31 December 2014SharecapitalS$At 1 January 2014Profit for the year/Total comprehensive incomefor the year

CapitalreserveS$

MergerreserveS$

RetainedearningsS$

TotalS$

20

1,266,790

5,494,635

6,761,445

4,248,050

4,248,050

4,256,839

1,771,070

3,065,808

100,000

100,000

(144,244)

(144,244)

Transactions with owners of

the Company, recogniseddirectly in equity

Contributions by anddistributions to owners of theCompanyIssue of ordinary shares relatedto business combinationShare-based compensationShare issuance cost

(2,962,101)

Dividends paid to shareholders

(2,175,000) (2,175,000)

2014 one-tier final dividend

(tax exempt) of S$0.0085per share

(1,482,400) (1,482,400)

4,212,595

1,771,070

(2,962,101) (3,657,400)

4,212,615

1,771,070

(1,695,311)

At 31 December 2014

6,085,285

(635,836)10,373,659

The annexed notes form an integral part of and should be read in conjunction withthese unaudited pro forma combined financial information.B-6

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014Unaudited Pro FormaCombined Statement of Cash FlowsFor the financial year ended 31 December 20142014S$Cash Flows from Operating ActivitiesProfit before taxationAdjustments for:Depreciation of plant and equipmentShare-based compensationPlant and equipment written-offInterest expenseInterest income

5,039,366187,934100,000350999(154)

Operating profit before working capital changes

Changes in inventoriesChanges in trade and other receivablesChanges in trade and other payables

5,328,49534,352(447,487)550,880

Cash generated from operation

Income taxes paid

5,466,240(543,767)

Net cash generated from operating activities

4,922,473

Cash Flows from Investing Activities

Acquisition of subsidiaries, net of cash acquiredPurchase of plant and equipmentInterest received

2,506,686(374,492)154

Net cash generated from investing activities

2,132,348

Cash Flows from Financing Activities

Repayment of finance leasesDividend paidInterest paid

(11,889)(3,657,400)(999)

Net cash used in financing activities

(3,670,288)

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

3,384,5336,409,181

Cash and cash equivalents at end of year

9,793,714

The annexed notes form an integral part of and should be read in conjunction withthese unaudited pro forma combined financial information.B-7

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014Notes to the Unaudited Pro Forma Combined Financial InformationFor the financial year ended 31 December 20141

Corporate informationIn connection with the proposed listing of Singapore O&G Ltd. (the Company) on theCatalist of Singapore Exchange Securities Trading Limited, the directors of the Companyhave prepared, for illustrative purposes, the unaudited pro forma combined financialinformation of the Company and its subsidiaries (the Pro Forma SOG Group) in accordancewith the basis set out in Note 3 below for inclusion in the offer document (the OfferDocument) of the Company.The unaudited pro forma combined financial information should be read in conjunction withthe audited combined financial statements of the Company and its subsidiaries (collectivelythe Group) for the financial years ended 31 December 2012, 2013 and 2014.The Company was incorporated on 6 January 2011 as an exempt private limited companyunder the name of Singapore Medicine Specialists Pte. Ltd.The Company was incorporated for the purpose of a group restructuring (the RestructuringExercise) to acquire the existing shares of Heng Clinic for Women Pte. Ltd and K W LeeClinic & Surgery for Women Pte. Ltd. pursuant to the Restructuring Exercise as disclosed inNote 2. On 26 August 2011, the Company changed its name to Singapore O&G Pte. Ltd. andon [[] 2015], the Company was converted into a public limited company and changed itsname to Singapore O&G Ltd.The Companys registered office and principal place of business is at #01-80, 34 CassiaCrescent Singapore 390034.The principal activities of the Company are those of an investment holding company andprovision of specialised medical services.

The unaudited pro forma combined financial information of the Pro Forma SOG Group hasbeen prepared for illustrative purposes only, and based on certain assumption and aftermaking certain adjustment to show what the financial position and cash flows of the ProForma SOG Group for the financial year ended 31 December 2014 would have been if thefinal dividend of 35% of net income amount of S$1,482,400 had been paid during thefinancial year ended 31 December 2014.The unaudited pro forma combined financial information, because of its nature, may not givea true picture of the Groups actual financial position, results or cash flows of the Group.A summary of the material adjustments made to arrive at the unaudited pro forma combinedfinancial information is set out below.The annexed notes form an integral part of and should be read in conjunction withthese unaudited pro forma combined financial information.B-8

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014Unaudited Pro Forma Combined Statement of Financial PositionAs at 31 December 2014Audited31 December 2014S$ASSETSNon-current assetsGoodwillPlant and equipment

Current assetsInventoriesTrade and other receivablesCash and cash equivalents

Current liabilitiesTrade and other payablesDeferred revenueCurrent tax liabilities

Total liabilitiesTotal equity and liabilities

12,696

12,696

12,696

12,696

1,749,551279,076958,754

1,749,551279,076958,754

2,987,381

2,987,381

3,000,077

3,000,077

14,856,136

(1,482,400)

13,373,736

The annexed notes form an integral part of and should be read in conjunction withthese unaudited pro forma combined financial information.B-9

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FORTHE FINANCIAL YEAR ENDED 31 DECEMBER 2014Unaudited Pro Forma Combined Statement of Cash FlowsFor the financial year ended 31 December 2014Audited31 December 2014S$Cash Flows from Operating ActivitiesProfit before taxationAdjustments for:Depreciation of plant and equipmentShare-based compensationPlant and equipment written-offInterest expenseInterest income

5,039,366

Pro FormaAdjustmentsS$

Pro forma31 December 2014S$5,039,366

187,934100,000350999(154)

187,934100,000350999(154)

Operating profit before working

capital changesChanges in inventoriesChanges in trade and other receivablesChanges in trade and other payables

5,328,49534,352(447,487)550,880

5,328,49534,352(447,487)550,880

Cash generated from operation

Income taxes paid

5,466,240(543,767)

5,466,240(543,767)

Net cash generated from operating

activities

4,922,473

4,922,473

Cash Flows from Investing Activities

Acquisition of subsidiaries, net of cashacquiredPurchase of plant and equipmentInterest received

2,506,686(374,492)154

2,506,686(374,492)154

Net cash generated from

investing activities

2,132,348

2,132,348

Cash Flows from Financing Activities

Repayment of finance leasesDividend paidInterest paid

(11,889)(2,175,000)(999)

(1,482,400)

(11,889)(3,657,400)(999)

Net cash used in financing activities

(2,187,888)

(1,482,400)

(3,670,288)

4,866,933

(1,482,400)

3,384,533

Net increase in cash and cash

equivalentsCash and cash equivalents at beginningof yearCash and cash equivalents at endof year

6,409,18111,276,114

(1,482,400)

6,409,1819,793,714

The annexed notes form an integral part of and should be read in conjunction withthese unaudited pro forma combined financial information.B-10

APPENDIX C DESCRIPTION OF ORDINARY SHARES

The following statements are brief summaries of the rights and privileges of Shareholdersconferred by the laws of Singapore and the Articles of our Company. These statements summarisethe material provisions of the Articles but are qualified in entirety by reference to the Articles.Ordinary SharesThere are no founders, management, deferred or unissued shares reserved for issue for anypurpose. We have only one (1) class of shares, namely, our ordinary shares which have identicalrights in all respects and rank equally with one another. All of the ordinary shares are in registeredform. Our Company may, subject to the provisions of the Companies Act and the rules of theSGX-ST, purchase its Shares. However, it may not, except in circumstances permitted by theCompanies Act, grant any financial assistance for the acquisition or proposed acquisition of itsown Shares.New SharesNew Shares may only be issued with the prior approval in a general meeting of our Shareholders.The aggregate number of Shares to be issued pursuant to such approval may not exceed 100%(or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the timebeing, of which the aggregate number of shares to be issued other than on a pro-rata basis to ourShareholders shall not exceed 50% (or such other limit as may be prescribed by the SGX-ST) ofour issued share capital for the time being (the percentage of issued share capital being based onour issued Shares at the time such authority is given after adjusting for new Shares arising fromthe conversion of convertible securities or employee share options on issue at the time suchauthority is given and any subsequent consolidation or sub-division of Shares). The approval, ifgranted, will lapse at the conclusion of the annual general meeting following the date on which theapproval was granted or the date by which the annual general meeting is required by law to beheld, whichever is the earlier but any approval may be previously revoked or varied by ourCompany in general meeting. Subject to the foregoing, the provisions of the Companies Act andany special rights attached to any class of shares currently issued, all new Shares are under thecontrol of our Board who may allot and issue the same with such rights and restrictions as it maythink fit.ShareholdersOnly persons who are registered in the register of Shareholders of our Company and, in cases inwhich the person so registered is CDP, the persons named as the Depositors in the DepositoryRegister maintained by CDP for the Shares, are recognised as our Shareholders. Our Companywill not, except as required by law, recognise any equitable, contingent, future or partial interestin any Share or other rights for any Share other than the absolute right thereto of the registeredholder of that Share or of the person whose name is entered in the Depository Register for thatShare. Our Company may close the register of Shareholders for any time or times if it providesACRA with at least fourteen (14) days notice and the SGX-ST at least ten (10) clear market daysnotice. However, the register of Shareholders may not be closed for more than 30 days inaggregate in any calendar year. Our Company typically closes the register of Shareholders todetermine Shareholders entitlement to receive dividends and other distributions.Transfer of SharesThere is no restriction on the transfer of fully paid Shares except where required by law or theListing Manual or the rules or by-laws of any stock exchange on which our Company is listed. OurBoard may decline to register any transfer of Shares which are not fully paid Shares, or Shareson which our Company has a lien. Our Shares may be transferred by a duly signed instrument oftransfer in a form approved by the SGX-ST or any stock exchange on which our Company is listed.C-1

APPENDIX C DESCRIPTION OF ORDINARY SHARES

Our Board may also decline to register any instrument of transfer unless, among other things, ithas been duly stamped and is presented for registration together with the share certificate andsuch other evidence of title as it may require. Our Company will replace lost or destroyedcertificates for Shares if it is properly notified and if the applicant pays a fee which will not exceedS$2 and furnishes any evidence and indemnity that our Board may require.General Meetings of ShareholdersOur Company is required to hold an AGM every year. Our Board may convene an EGM wheneverit thinks fit and must do so if Shareholders representing not less than 10% of the total voting rightsof all Shareholders request in writing that such a meeting be held. In addition, two (2) or moreShareholders holding not less than 10% of the issued share capital of our Company (excludingtreasury shares) may call a meeting. Unless otherwise required by law or by our Articles, votingat general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority ofthe votes cast at that meeting. An ordinary resolution suffices, for example, for the appointmentof directors. A special resolution, requiring the affirmative vote of at least 75% of the votes castat the meeting, is necessary for certain matters under Singapore law, including voluntary windingup, amendments to the Memorandum of Association and our Articles, a change of the corporatename and a reduction in the share capital. Our Company must give at least 21 days notice inwriting for every general meeting convened for the purpose of passing a special resolution.Ordinary resolutions generally require at least fourteen (14) days notice in writing. The noticemust be given to every Shareholder who has supplied our Company with an address in Singaporefor the giving of notices and must set forth the place, the day and the hour of the meeting and, inthe case of special business, the general nature of that business.Voting RightsA Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy.Proxies need not be a Shareholder. A person who holds ordinary shares through the SGX-STbook-entry settlement system will only be entitled to vote at a general meeting as a Shareholderif his name appears on the Depository Register maintained by CDP 48 hours before the generalmeeting. Except as otherwise provided in our Articles, two (2) or more Shareholders must bepresent in person or by proxy to constitute a quorum at any general meeting. Under the Articles,on a show of hands, every Shareholder present in person and by proxy shall have one (1) vote,and on a poll, every Shareholder present in person or by proxy shall have one (1) vote for eachShare which he holds or represents. A shareholder may appoint not more than two (2) proxies toattend and vote at the same general meeting. A poll may be demanded in certain circumstances,including by the chairman of the meeting or by any Shareholder or Shareholders present in personor by proxy and representing not less than 10% of the total voting rights of all Shareholders havingthe right to attend and vote at the meeting or by not less than five (5) Shareholders present inperson or by proxy and entitled to vote. In the case of an equality of vote, whether on a show ofhands or a poll, the chairman of the meeting shall be entitled to a casting vote.

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APPENDIX C DESCRIPTION OF ORDINARY SHARES

DividendsOur Company may, by ordinary resolution of our Shareholders, declare dividends at a generalmeeting, but it may not pay dividends in excess of the amount recommended by our Board. OurCompany must pay all dividends out of its profits. Our Board may also declare an interim dividendwithout the approval of our Shareholders. All dividends are paid pro-rata among our Shareholdersin proportion to the amount paid up on each Share, unless the rights attaching to an issue of anyShare provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sentthrough the post to each Shareholder at his registered address. Notwithstanding the foregoing,the payment by our Company to CDP of any dividend payable to a Shareholder whose name isentered in the Depository Register shall, to the extent of payment made to CDP, discharge ourCompany from any liability to that Shareholder in respect of that payment.Bonus and Rights IssuesOur Board may, with approval by our Shareholders at a general meeting, capitalise any reservesor profits and distribute the same as bonus Shares credited as paid-up to our Shareholders inproportion to their shareholdings. Our Board may also issue rights to take up additional Shares toShareholders in proportion to their shareholdings. Such rights are subject to any conditionsattached to such issue and the regulations of any stock exchange on which our Company is listed.Take-oversUnder the Singapore Code on Take-overs and Mergers (Singapore Take-over Code), issued bythe Authority pursuant to section 321 of the SFA, any person acquiring an interest, either on hisown or together with parties acting in concert with him, in 30% or more of the voting Shares mustextend a take-over offer for the remaining voting Shares in accordance with the provisions of theSingapore Take-over Code. In addition, a mandatory take-over offer is also required to be madeif a person holding, either on his own or together with parties acting in concert with him, between30% and 50% of the voting rights acquires additional voting shares representing more than 1% ofthe voting shares in any six (6) month period. Under the Singapore Take-over Code, the followingindividuals and companies will be presumed to be persons acting in concert with each otherunless the contrary is established:(a)

the following companies:

(i)

a company;

(ii)

the parent company of (i);

(iii) the subsidiaries of (i);

(iv) the fellow subsidiaries of (i);(v)

the associated companies of (i), (ii), (iii) or (iv);

(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and(vii) any person who has provided financial assistance (other than a bank in the ordinarycourse of business) to any of the above for the purchase of voting rights;

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APPENDIX C DESCRIPTION OF ORDINARY SHARES

(b)

a company with any of its directors (together with their close relatives, related trusts as wellas companies controlled by any of the directors, their close relatives and related trusts);

(c)

a company with any of its pension funds and employee share schemes;

(d)

a person with any investment company, unit trust or other fund whose investment suchperson manages on a discretionary basis, but only in respect of the investment accountwhich such person manages;

(e)

a financial or other professional adviser, including a stockbroker, with its customer in respectof the shareholdings of:(i)

the adviser and persons controlling, controlled by or under the same control as theadviser; and

(ii)

all the funds which the adviser manages on a discretionary basis, where theshareholdings of the adviser and any of those funds in the customer total 10% or moreof the customers equity share capital;

(f)

directors of a company (together with their close relatives, related trusts and companiescontrolled by any of such directors, their close relatives and related trusts) which is subjectto an offer or where the directors have reason to believe a bona fide offer for their companymay be imminent;

(g)

partners; and

(h)

the following persons and entities:

(i)

an individual;

(ii)

the close relatives of (i);

(iii) the related trusts of (i);

(iv) any person who is accustomed to act in accordance with the instructions of (i);(v)

companies controlled by any of (i), (ii), (iii) or (iv); and

(vi) any person who has provided financial assistance (other than a bank in the ordinarycourse of business) to any of the above for the purchase of voting rights.Under the Singapore Take-over Code, a mandatory offer made with consideration other than cashmust be accompanied by a cash alternative at not less than the highest price paid by the offeroror any person acting in concert within the preceding six (6) months.Liquidation or Other Return of CapitalIf our Company is liquidated or in the event of any other return of capital, holders of Shares willbe entitled to participate in any surplus assets in proportion to their shareholdings, subject to anyspecial rights attaching to any other class of shares.

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APPENDIX C DESCRIPTION OF ORDINARY SHARES

IndemnityAs permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Boardand officers shall be entitled to be indemnified by our Company against any liability incurred indefending any proceedings, whether civil or criminal, which relate to anything done or omitted tohave been done as an officer, director or employee and in which judgment is given in their favouror in which they are acquitted or in connection with any application under any statute for relief fromliability in respect thereof in which relief is granted by the court. Our Company may not indemnifyour Directors and officers against any liability which by law would otherwise attach to them inrespect of any negligence, default, breach of duty or breach of trust of which they may be guiltyin relation to our Company.Limitations on Rights to Hold or Vote SharesExcept as described in Voting Rights and Take-overs above, there are no limitations imposedby Singapore law or by our Articles on the rights of non-resident Shareholders to hold or vote inrespect of our Shares.Minority RightsThe rights of minority Shareholders of Singapore-incorporated companies are protected underSection 216 of the Companies Act, which gives the Singapore courts a general power to make anyorder, upon application by any Shareholder of our Company, as they think fit to remedy any of thefollowing situations:(a)

our affairs are being conducted or the powers of our Board are being exercised in a manneroppressive to, or in disregard of the interests of, one (1) or more of our Shareholders; or

(b)

we take an action, or threaten to take an action, or our Shareholders pass a resolution, or

propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicialto, one (1) or more of our Shareholders, including the applicant.

Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in noway limited to those listed in the Companies Act itself. Without prejudice to the foregoing,Singapore courts may:(a)

direct or prohibit any act or cancel or vary any transaction or resolution;

(b)

regulate the conduct of our affairs in the future;

(c)

authorise civil proceedings to be brought in the name of, or on behalf of, our Company by aperson or persons and on such terms as the court may direct;

(d)

provide for the purchase of a minority Shareholders shares by our other Shareholders or byus and, in the case of a purchase of Shares by us, a corresponding reduction of our sharecapital;

(e)

provide that our Memorandum of Association or our Articles be amended; or

(f)

provide that we be wound up.

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APPENDIX D SUMMARY OF SELECTED ARTICLES OF

ASSOCIATION OF OUR COMPANYThe discussion below provides a summary of the principal objects of our Company as set out inour Articles. This discussion is only a summary and is qualified by reference to our Articles.1.

Directors(a)

Ability of interested directors to vote

A director shall not vote in respect of any contract, proposed contract or arrangementor any other proposal in which he has any personal material interest, and he shall notbe counted in the quorum present at the meeting.

(b)

RemunerationFees payable to Non-executive Directors shall be a fixed sum (not being a commissionon or a percentage of profits or turnover of the Company) as shall from time to time bedetermined by the Company in general meeting. Fees payable to Directors shall not beincreased except at a general meeting convened by a notice specifying the intention topropose such increase.Any Director who holds any executive office, or who serves on any committee of theDirectors, or who performs services outside the ordinary duties of a Director, may bepaid extra remuneration by way of salary or otherwise (not being a commission orpercentage of turnover by the company), as the Directors may determine.The remuneration of a Managing Director, Chief Executive Officer, Deputy ChiefExecutive Officer, President, Vice-President or persons holding equivalent positionsshall be fixed by the directors and may be by way of salary or commission orparticipation in profits or by any or all of these modes but shall not be by a commissionon or a percentage of turnover.The Directors shall have power to pay pensions or other retirement, superannuation,death or disability benefits to (or to any person in respect of) any Director for the timebeing holding any executive office and for the purpose of providing any such pension orother benefits, to contribute to any scheme or fund or to pay premiums.The Directors shall not vote in respect of any contract or proposed contract orarrangement or any other proposal whatsoever in which he has any personal materialinterest, directly or indirectly. A Director shall also not be counted in the quorum at ameeting in relation to any resolution on which he is debarred from voting.

(c)

BorrowingSubject to our Articles and to applicable laws, our Directors may exercise all the powersof our Company to raise or borrow money, to mortgage or charge its undertaking,property and uncalled capital, and to secure any debt, liability or obligation of ourCompany.

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APPENDIX D SUMMARY OF SELECTED ARTICLES OF

ASSOCIATION OF OUR COMPANY(d)

Retirement age limit

There is no retirement age limit for Directors under our Articles. Section 153(1) of theCompanies Act however, provides that no person of or over the age of 70 years shallbe appointed a director of a public company, unless he is appointed or re-appointed asa director of the company or authorised to continue in office as a director of thecompany by way of an ordinary resolution passed at an annual general meeting of thecompany.

(e)

Shareholding qualificationThere is no shareholding qualification for Directors in the Articles of the Company.

2.

Share rights and restrictions

Our Company currently has one class of shares, namely, ordinary shares. Only persons whoare registered on our register of shareholders and in cases in which the person so registeredis CDP, the persons named as the depositors in the depository register maintained by CDPfor the ordinary shares, are recognised as our shareholders.(a)

Dividends and distribution

We may, by ordinary resolution of our shareholders, declare dividends at a generalmeeting, but we shall not pay dividends in excess of the amount recommended by ourBoard of Directors. We must pay all dividends out of our profits; however, we maycapitalise any sum standing to the credit of any of our Companys reserve accounts orother distributable reserve or any sum standing to the credit of profit and loss accountand apply it to pay dividends, if such dividends are satisfied by the issue of shares toour shareholders. All dividends are paid pro-rata amongst our shareholders inproportion to the amount paid up on each shareholders ordinary shares, unless therights attaching to an issue of any ordinary share provide otherwise. Unless otherwisedirected, dividends are paid by cheque or warrant sent through the post to eachshareholder at his registered address. Notwithstanding the foregoing, the payment byus to CDP of any dividend payable to a shareholder whose name is entered in thedepository register shall, to the extent of payment made to CDP, discharge us from anyliability to that shareholder in respect of that payment.The payment by the Directors of any unclaimed dividends or other moneys payable onor in respect of a share into a separate account shall not constitute the Company atrustee in respect thereof. All dividends unclaimed after being declared may be investedor otherwise made use of by the Directors for the benefit of the Company. Any dividendunclaimed after a period of six (6) years after having been declared may be forfeitedand shall revert to the Company but the Directors may thereafter at their discretionannul any such forfeiture and pay the dividend so forfeited to the person entitled priorto the forfeiture.The Directors may retain any dividends or other moneys payable on or in respect of ashare on which our Company has a lien, and may apply the same in or towardssatisfaction of the debts, liabilities or engagements in respect of which the lien exists.

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APPENDIX D SUMMARY OF SELECTED ARTICLES OF

ASSOCIATION OF OUR COMPANY(b)

Voting rightsA holder of our ordinary shares is entitled to attend, speak and vote at any generalmeeting, in person or by proxy. Proxies need not be a shareholder. A person who holdsordinary shares through the SGX-ST book-entry settlement system will only be entitledto vote at a general meeting as a shareholder if his name appears on the depositoryregister maintained by CDP 48 hours before the general meeting. Except as otherwiseprovided in our Articles, two (2) or more shareholders must be present in person or byproxy to constitute a quorum at any general meeting. Under our Articles, on a show ofhands, every shareholder present in person and by proxy shall have one vote, and ona poll, every shareholder present in person or by proxy shall have one vote for eachordinary share which he holds or presents. A shareholder may appoint not more thantwo (2) proxies to attend and vote at the same general meeting. A poll may bedemanded in certain circumstances, including by the Chairman of the meeting or by anyshareholder present in person or by proxy and representing not less than 10% of thetotal voting rights of all shareholders having the right to attend and vote at the meetingor by any five (5) shareholders present in person or by proxy and entitled to vote. In thecase of a tie vote, whether on a show of hands or a poll, the Chairman of the meetingshall be entitled to a casting vote.

3.

Change in capitalChanges in the capital structure of our Company (for example, an increase, consolidation,cancellation, sub-division or conversion of our share capital) require shareholders to pass anordinary resolution. Ordinary resolutions generally require at least fourteen (14) days noticein writing. The notice must be given to each of our shareholders who have supplied us withan address in Singapore for the giving of notices and must set forth the place, the day andthe hour of the meeting. However, we are required to obtain our Shareholders approval byway of a special resolution for any reduction of our share capital or other undistributablereserve, subject to the conditions prescribed by law.

4.

Variation of rights of existing shares or classes of shares

Subject to the Companies Act, whenever the share capital of the Company is divided intodifferent classes of shares, the special rights attached to any class may be varied orabrogated either with the consent in writing of the holders of three-quarters of the total votingrights of the issued shares of the class or with the sanction of a special resolution passed ata separate general meeting of the holders of the shares of the class. To every such separategeneral meeting the provisions of our Articles relating to general meetings of the Companyand to the proceedings thereat shall mutatis mutandis apply, except that the necessaryquorum shall be two persons at least holding or representing by proxy at least one-third ofthe total voting rights of the issued shares of the class, and that any holder of shares of theclass present in person or by proxy may demand a poll and that every such holder shall ona poll have one vote for every share of the class held by him, provided always that where thenecessary majority for such a special resolution is not obtained at such general meeting,consent in writing if obtained from the holders of three-quarters of the total voting rights ofthe issued shares of the class concerned within two months of such general meeting shall beas valid and effectual as a special resolution carried at such general meeting. These

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APPENDIX D SUMMARY OF SELECTED ARTICLES OF

ASSOCIATION OF OUR COMPANYprovisions shall apply to the variation or abrogation of the special rights attached to someonly of the shares of any class as if each group of shares of the class differently treatedformed a separate class the special rights whereof are to be varied or abrogated.The relevant Article does not impose more significant conditions than the Companies Act inthis regard.5.

Limitations on foreign or non-resident shareholders

There are no limitations imposed by Singapore law or by our Articles on the rights of ourshareholders who are regarded as non-residents of Singapore, to hold or vote their shares.

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APPENDIX E TAXATIONThe summary below of certain taxes in Singapore that may be applicable to our operations inSingapore are of a general nature. The summary is based on laws, regulations, interpretations,rulings and decisions in effect as at the Latest Practicable Date. These laws, regulations,interpretations, rulings and decisions, however, may change at any time, and any change couldbe retrospective. These laws and regulations are also subject to various interpretations and therelevant tax authorities or the courts could later disagree with the comments herein.The summary is not intended to constitute a complete analysis of the taxes mentioned nor of allthe taxes that may be applicable to our operations in Singapore. It is not intended to be and doesnot constitute legal or tax advice.Shareholders should consult their own tax advisors regarding taxation in Singapore andother consequences of owning and disposing of the Shares. It is emphasised that neitherthe Company, the Directors nor any other persons involved in this Invitation acceptsresponsibility for any tax effects or liabilities resulting from the subscription, purchase,holding or disposal of our Shares.Singapore Income TaxCorporate Income TaxSingapore imposes tax on a modified territorial basis i.e. income is subject to tax only when it isaccrued in or derived from Singapore (i.e. Singapore-sourced) and when it is received inSingapore from outside Singapore (i.e. foreign-sourced income received or deemed received inSingapore). This applies to both resident and non-resident companies.A Singapore tax resident corporate taxpayer is subject to Singapore income tax on foreignsourced income received or deemed received in Singapore, unless otherwise exempted.Foreign-sourced income in the form of branch profits, dividends and service fee income(specified foreign income) received or deemed received in Singapore by a Singapore taxresident company are exempted from Singapore tax provided that the following qualifyingconditions are met:(a)

such income is subject to tax of a similar character to income tax under the law of the territoryfrom which such income is received;

(b)

at the time the income is received in Singapore, the highest rate of tax of a similar characterto income tax (by whatever name called) levied under the law of the territory from which theincome is received on any gains or profits from any trade or business carried on by anycompany in that territory at that time is not less than 15%; and

(c)

the Comptroller of Income Tax (the Comptroller) is satisfied that the tax exemption wouldbe beneficial to the company.

A company is regarded as a tax resident in Singapore if the control and management of thecompanys business is exercised in Singapore. In general, control and management of thecompany is vested in its board of directors and the place of residence of the company is generallywhere its directors meet.

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APPENDIX E TAXATIONThe prevailing corporate income tax rate in Singapore is 17% with the first S$300,000 ofchargeable income of a company being partially exempt from tax as follows:(a)

75% of the first S$10,000 of chargeable income; and

(b)

50% of the next S$290,000 of chargeable income.

Individual Income tax

An individual taxpayer (both resident and non-resident) is subject to Singapore income tax onincome accrued in or derived from Singapore, subject to certain exceptions. Foreign-sourcedincome received or deemed received by a Singapore tax resident individual is generally exemptfrom income tax in Singapore except for such income received through a partnership inSingapore. Certain Singapore-sourced investment income received or deemed received byindividuals is also exempt from tax.Currently, a Singapore tax resident individual is subject to tax at the progressive rates, rangingfrom 0% to 20%, after deductions of qualifying personal reliefs where applicable.An individual is regarded as a tax resident in Singapore if in the calendar year preceding the yearof assessment, he was physically present in Singapore or exercised an employment in Singapore(other than as a director of a company) for 183 days or more, or if he ordinarily resides inSingapore.Dividend DistributionsUnder the one-tier corporate tax system, the tax paid by a Singapore resident company is a finaltax and the distributable profits of the company can be paid to shareholders as tax exempt(one-tier) dividends, regardless of the tax residence status or the legal form of the shareholders.However, foreign shareholders receiving tax exempt (one-tier) dividends are advised to consulttheir own tax advisors to take into account the tax laws of their respective countries of residenceand the existence of any double taxation agreement which their country of residence may havewith Singapore.Capital Gains TaxSingapore currently does not impose tax on capital gains. However, there are no specific laws orregulations which deal with the characterisation of capital gains. In general, gains or profitsderived from the disposal of our Shares acquired for long-term investment purposes areconsidered as capital gains and not subject to Singapore tax.On the other hand, where such gains or profits arise from activities which the Comptroller ofIncome Tax regards as the carrying on of a trade or business of dealing in shares in Singapore,gains or profits will be taxed as income.Gains derived by a resident company from the disposal of ordinary shares, made during the period1 June 2012 to 31 May 2017 (both dates inclusive), are not taxable if immediately prior to the dateof the disposal, the divesting company had held at least 20% of the ordinary share capital of thecompany in the investment for a continuous period of at least 24 months.

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APPENDIX E TAXATIONBonus SharesAny bonus shares received by our Shareholders are not taxable.Stamp DutyThere is no stamp duty payable on the subscription, allotment or holding of our Shares.Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for everyS$100 or any part thereof, computed on the consideration paid or market value of our Sharesregistered in Singapore, whichever is higher.The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp dutyis payable if no instrument of transfer is executed (such as in the case of scripless shares, thetransfer of which does not require instruments of transfer to be executed) or if the instrument oftransfer is executed outside Singapore. However, stamp duty may be payable if the instrument oftransfer which is executed outside Singapore is subsequently received in Singapore.Stamp duty is not applicable to electronic transfers of our shares through the scripless tradingsystem operated by CDP.Goods and Services TaxThe sale of our Shares by a GST-registered investor to another person belonging in Singapore isan exempt supply that is not subject to GST.Where our Shares are sold by a GST-registered investor in the course of a business to a personbelonging outside Singapore, and that person is outside Singapore when the sale is executed, thesale should generally, subject to satisfaction of certain conditions, be considered a taxable supplysubject to GST at zero-rate. Subject to the normal rules for input tax recovery, any GST incurredby a GST-registered investor in the making of this supply in the course of or furtherance of abusiness carried on by him is recoverable from the Comptroller of GST as input tax.Services such as brokerage, handling and clearing services rendered by a GST-registered personto an investor belonging in Singapore in connection with the investors purchase, sale or holdingof our Shares will be subject to GST at the current rate of 7%. Similar services rendered to aninvestor belonging outside Singapore is generally subject to GST at zero-rate, provided that theinvestor is outside Singapore when the services are performed and the services provided do notbenefit any Singapore persons.Estate DutyWith effect from 15 February 2008, no estate duty will be leviable in respect of deaths occurringon or after 15 February 2008.

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APPENDIX F RULES OF THE SOG ESOS

RULES OF THE SOG EMPLOYEE SHARE OPTION SCHEME1.

DEFINITIONSIn this Scheme, unless the context otherwise requires, the following words and expressionsshall have the following meanings:Act

The Companies Act, Chapter 50 of Singapore, as

amended or modified from time to time

Associate

Shall have the meaning assigned to it in the Catalist

Rules

Associated Company

A company in which at least 20% but not more than

50% of its issued shares are held by the company orthe Group and over which the Company has Control

Associated CompanyEmployee

Any confirmed employee (including directors) of an

Associated Company selected by the Committee toparticipate in the Scheme

Auditors

The auditors of the Company for the time being

Board

The board of Directors of the Company for the time

being

Catalist Rules or Listing

Manual

The SGX-ST Listing Manual Section B: Rules of

Catalist, as amended, modified or supplemented fromtime to time

CDP

The Central Depository (Pte) Limited

Committee

The Remuneration Committee of the Company

Company

Singapore O&G Ltd.

Control

The capacity to dominate decision-making, directly or

indirectly, in relation to the financial and operatingpolicies of the Company

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APPENDIX F RULES OF THE SOG ESOS

Controlling Shareholder

A shareholder who:(a)

holds directly or indirectly 15% or more of the

total number of issued Shares (excluding Sharesheld by the Company as treasury shares) (unlessotherwise determined by the SGX-ST that aperson who satisfies this subparagraph is not acontrolling shareholder); or

(b)

in fact exercises Control over the Company.

Date of Grant

The date on which an Option is granted to a

Participant pursuant to Rule 7

Director

A person holding office as a director for the time being

of the Company

EGM

Extraordinary General Meeting

Executive Director

A director who is an employee of the Group and who

performs and executive function

Exercise Price

The price at which a Participant shall acquire each

Share upon the exercise of an Option, as determinedin accordance with Rule 9, or such adjusted price asmay be applicable pursuant to Rule 10

Financial Year

Each period of twelve (12) months or more or less

than twelve (12) months, at the end of which thebalance of accounts of the Company are prepared andaudited, for the purpose of laying the same before anannual general meeting of the Company

Grantee

The person to whom an offer of an Option is made

Group

The Company, its Subsidiaries and Associated

Companies (as they may exist from time to time)

Group Employee

Any confirmed employee of the Group (including an

Executive Director) selected by the Committee toparticipate in the Scheme in accordance with Rule 4

Market Day

A day on which the SGX-ST is open for trading of

securities

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APPENDIX F RULES OF THE SOG ESOS

Market Price

The average of the last dealt prices for a Share

determined by reference to the daily Official Listpublished by the SGX-ST for a period of five (5)consecutive Market Days immediately prior to therelevant Offer Date Provided always that in the case ofa Market Day on which the Shares are not traded onthe SGX-ST, the last dealt price for Shares on suchMarket Day shall be deemed to be the last dealt priceof the Shares on the immediately preceding MarketDay on which the Shares were traded, rounded up tothe nearest whole cent in the event of fractional prices

Non-executive Director

A director of the Company and/or its subsidiaries,

other than one who performs an executive function

Offer Date

The date on which an offer to grant an Option is made

pursuant to the Scheme

Option

The right to acquire Shares granted or to be granted to

a Group Employee or a Non-executive Directorpursuant to the Scheme and for the time beingsubsisting

Option Period

Subject as provided in Rules 11 and 15, the period for

the exercise of an Option being:

Participant

(a)

in the case of an Option granted with the

Exercise Price set at Market Price, a periodbeginning one (1) year from the Offer Date of thatOption and expiring on the tenth year from therelevant Offer Date or such earlier date as maydetermined by the Committee, subject asprovided in Rules 11 and 15, and any otherconditions as may be determined by theCommittee from time to time; and

(b)

in the case of an Option granted with the

Exercise Price set at a discount to the MarketPrice, a period beginning two (2) years from theOffer Date of that Option and expiring on thetenth year from the relevant Offer Date or suchearlier date as may determined by theCommittee, subject as provided in Rules 11 and15, and any other conditions as may bedetermined by the Committee from time to time

The holder of an Option

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APPENDIX F RULES OF THE SOG ESOS

Record Date

The date as at the close of business on which the

Shareholders must be registered in order toparticipate in any dividends, rights, allotments or otherdistributions

Scheme

The SOG employee share option scheme

S$

Singapore dollars

SGX-ST

Singapore Exchange Securities Trading Limited

Shares

Ordinary shares in the capital of the Company

Shareholders

The registered holders for the time being of the

Shares (other than CDP) or in the case of Depositors,Depositors who have Shares entered against theirnames in the Depository Register

Subsidiary

A company which is for the time being a subsidiary of

the Company as defined by Section 5 of the Act

The terms Depositor, Depository Register and Depository Agent shall have themeanings ascribed to them respectively by Section 130A of the Act.Words denoting the singular shall, where applicable, include the plural and vice versa andwords denoting the masculine gender shall, where applicable, include the feminine andneuter gender. References to persons shall include corporations.Any reference in the Scheme to any enactment is a reference to that enactment as for thetime being amended or re-enacted. Any word defined under the Act or any statutorymodification thereof and used in this Scheme shall, where applicable, have the samemeaning assigned to it under the Act. Any reference in this Scheme to a time of day shallbe a reference to Singapore time unless otherwise stated.2.

NAME OF THE SCHEME

The Scheme shall be called the SOG Employee Share Option Scheme.

3.

OBJECTIVES OF THE SCHEME

The Scheme will provide an opportunity for Group Employees who have contributedsignificantly to the growth and performance of the Group and Non-executive Directors andwho satisfy the eligibility criteria as set out in Rule 4 of the Scheme, to participate in theequity of the Company.

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APPENDIX F RULES OF THE SOG ESOS

The Scheme is primarily a share incentive scheme. It recognises the fact that the servicesof Group Employees and Non-executive Directors are important to the success andcontinued well-being of the Group. Implementation of the Scheme will enable the Companyto give recognition to the contributions made by such Group Employees and Non-executiveDirectors. At the same time, it will give such Group Employees and Non-executive Directorsan opportunity to have a direct interest in the Company at no direct cost to its profitabilityand will also help to achieve the following positive objectives:(a)

to motivate Participants to optimise their performance standards and efficiency and to

maintain a high level of contribution to the Group;

(b)

to retain key employees and directors whose contributions are essential to thelong-term growth and prosperity of the Group;

(c)

to instill loyalty to, and a stronger identification by Participants with the long-termprosperity of, the Group;

(d)

to attract potential employees with relevant skills to contribute to the Group and tocreate value for the Shareholders; and

(e)

to align the interests of Participants with the interests of the Shareholders.

4.

ELIGIBILITY

4.1

The following persons shall be eligible to participate in the Scheme at the absolutediscretion of the Committee:(a)

Group Employees (including Executive Directors) who have attained the age oftwenty-one (21) years on or prior to the relevant Offer Date and are not undischargedbankrupts and have not entered into a composition with their respective creditors, andwho have, as of the Date of Grant, been in the employment of the Group for a periodof at least twelve (12) months, or such shorter period as the Committee maydetermine; and

(b)

Non-executive Directors who have attained the age of twenty-one (21) years on orprior to the relevant Offer Date and are not undischarged bankrupts and have notentered into a composition with their respective creditors.

Directors and employees of the Companys parent company and its Subsidiaries (other thanthe Company and the Companys Subsidiaries) are not entitled to participate in the Scheme.There will be no restriction on the eligibility of any Participant to participate in any othershare option or share incentive schemes implemented by any other companies within theGroup.4.2

Group Employees and Non-executive Directors (including our Independent Directors) of ourGroup who are also Controlling Shareholders or Associates of such ControllingShareholders who satisfy the criteria set out in Paragraph 4.1 above shall be eligible toparticipate in the Scheme, subject to independent approval for each grant to such a personby independent shareholders of the Company at a general meeting in separate resolutionsfor each such person and, in respect of each such person, the actual or maximum numberof Shares and terms of any Options to be granted to him. Successful applicants for the NewF-5

APPENDIX F RULES OF THE SOG ESOS

Shares under the offering, by subscribing for such shares, agree that the participation byour Group Employees and Non-executive Directors (including our Independent Directors) ofour Group, including those who are also Controlling Shareholders or Associates of suchControlling Shareholders, shall not require Shareholders approval.5.

MAXIMUM ENTITLEMENTSubject to Rule 4 and Rule 10, the aggregate number of Shares in respect of which Optionsmay be offered to a Grantee for acquisition in accordance with the Scheme shall bedetermined at the discretion of the Committee who shall take into account criteria such asrank, past performance, years of service and potential development of the Grantee.

6.

LIMITATION ON THE SIZE OF THE SCHEME

6.1

The aggregate number of Shares over which the Committee may grant Options on any date,when added to the number of Shares issued and issuable or transferred and to betransferred in respect of all Options granted under the Scheme and the number of Sharesissued and issuable or transferred and to be transferred in respect of all options or awardsgranted under any other share option schemes or share schemes of the Company, shall notexceed 15% of the total number of issued Shares (excluding Shares held by the Companyas treasury shares) on the day immediately preceding the Offer Date of the Option.

6.2

The aggregate number of Shares which may be issued or transferred pursuant to Optionsunder the Scheme to Participants who are Controlling Shareholders and their Associatesshall not exceed 25% of the Shares available under the Scheme.

6.3

The number of Shares which may be issued or transferred pursuant to Options under theScheme to each Participant who is a Controlling Shareholder or his Associate shall notexceed 10% of the Shares available under the Scheme.

7.

OFFER DATE

7.1

The Committee may, save as provided in Rule 4, Rule 5 and Rule 6, offer to grant Optionsto such Grantees as it may select in its absolute discretion at any time during the periodwhen the Scheme is in force, except that no Options shall be granted during the period ofthirty (30) days immediately preceding the date of announcement of the Companys interimand/or final results (whichever the case may be). In addition, in the event that anannouncement on any matter of an exceptional nature involving unpublished price sensitiveinformation is imminent, offers to grant Options may only be made on or after the thirdMarket Day on which such announcement is released.

7.2

An offer to grant the Option to a Grantee shall be made by way of a letter (the Letter ofOffer) in the form or substantially in the form set out in Annex 1, subject to suchamendments as the Committee may determine from time to time.

8.

ACCEPTANCE OF OFFER

8.1

An Option offered to a Grantee pursuant to Rule 7 may only be accepted by the Granteewithin thirty (30) days after the relevant Offer Date and not later than 5.00 p.m. on thethirtieth (30th) day from such Offer Date (a) by completing, signing and returning to theCompany the Acceptance Form in or substantially in the form set out in Annex 2, subject tosuch modification as the Committee may from time to time determine, accompanied byF-6

APPENDIX F RULES OF THE SOG ESOS

payment of S$1.00 as consideration or such other amount and such other documentation asthe Committee may require; and (b) if, at the date on which the Company receives from theGrantee the Acceptance Form in respect of the Option as aforesaid, he remains eligible toparticipate in the Scheme in accordance with these Rules.8.2

If a grant of an Option is not accepted strictly in the manner as provided in this Rule 8, suchoffer shall, upon the expiry of the thirty (30) day period, automatically lapse and shallforthwith be deemed to be null and void and be of no effect.

8.3

The Company shall be entitled to reject any purported acceptance of a grant of an Optionmade pursuant to this Rule 8 or Exercise Notice (as defined in Rule 12) given pursuant toRule 12 which does not strictly comply with the terms of the Scheme.

8.4

Options are personal to the Grantees to whom they are granted and shall not be sold,mortgaged, transferred, charged, assigned, pledged or otherwise disposed of orencumbered in whole or in part or in any way whatsoever without the Committees priorwritten approval, but may be exercised by the Grantees duly appointed personalrepresentative as provided in Rule 11.6 in the event of the death of such Grantee.

8.5

The Grantee may accept or refuse the whole or part of the offer. If only part of the offer isaccepted, the Grantee shall accept the offer in multiples of 1,000 Shares. The Committeeshall, within fifteen (15) Market Days of receipt of the Acceptance Form and consideration,acknowledge receipt of the same.

8.6

In the event that a grant of an Option results in a contravention of any applicable law orregulation, such grant shall be null and void and be of no effect and the relevant Participantshall have no claim whatsoever against the Company.

8.7

Unless the Committee determines otherwise, an Option shall automatically lapse andbecome null, void and of no effect and shall not be capable of acceptance if:(a)

it is not accepted in the manner as provided in Rule 8.1 within the thirty (30) dayperiod; or

(b)

the Participant dies prior to his acceptance of the Option; or

(c)

the Participant is adjudicated a bankrupt or enters into composition with his creditorsprior to his acceptance of the Option; or

(d)

the Grantee, being a Group Employee, ceases to be in the employment of the Groupor (being an Executive Director) ceases to be a director of the Company, in each case,for any reason whatsoever prior to his acceptance of the Option; or

(e)

the Company is liquidated or wound-up prior to the Grantees acceptance of the

Option.

9.

EXERCISE PRICE

9.1

Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respectof which an Option is exercisable shall be determined by the Committee at its absolutediscretion, and shall be fixed by the Committee at:(a)

the Market Price; or

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APPENDIX F RULES OF THE SOG ESOS

(b)

9.2

10.

a price which is set at a discount to the Market Price, the quantum of such discount tobe determined by the Committee in its absolute discretion, provided that the maximumdiscount which may be given in respect of any Option shall not exceed 20% of theMarket Price in respect of that Option.

In making any determination under Rule 9.1(b) on whether to give a discount and thequantum of such discount, the Committee shall be at liberty to take into consideration suchcriteria as the Committee may, at its absolute discretion, deem appropriate, including butnot limited to:(a)

the performance of the Company, its Subsidiaries and Associated Companies, as thecase may be, taking into account financial parameters such as net profit after tax,return on equity and earnings growth;

(b)

the years of service and individual performance of the eligible Group Employee;

(c)

the contribution of the eligible Group Employee to the success and development of theCompany and/or the Group; and

(d)

the prevailing market conditions.

ALTERATION OF CAPITAL

10.1 If a variation in the issued share capital of the Company (whether by way of a capitalisationof profits or reserves or rights issue or reduction, subdivision, consolidation or distribution,or otherwise howsoever) should take place, then:(a)

the Exercise Price in respect of the Shares comprised in the Option to the extentunexercised; and/or

(b)

the class and/or number of Shares comprised in the Option to the extent unexercisedand the rights attached thereto; and/or

(c)

the maximum entitlement in any one Financial Year; and/or

(d)

the class and/or number of Shares in respect of which additional Options may begranted to Participants,

may, at the option of the Committee, be adjusted in such manner as the Committee maydetermine to be appropriate, including retrospective adjustments, where such variationoccurs after the date of exercise of an Option but the Record Date relating to such variationprecedes such date of exercise and, except in relation to a capitalisation issue, upon thewritten confirmation of the Auditors (acting only as experts and not as arbitrators), that intheir opinion, such adjustment is fair and reasonable.10.2 Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made (a)if as a result, the Participant receives a benefit that a Shareholder does not receive; and (b)unless the Committee after considering all relevant circumstances considers it equitable todo so.10.3 The issue of securities as consideration for an acquisition of any assets by the Company ora private placement of securities or the cancellation of issued Shares purchased or acquiredby the Company by way of a market purchase of such Shares, in accordance with theF-8

APPENDIX F RULES OF THE SOG ESOS

Catalist Rules, undertaken by the Company on the SGX-ST during the period when a sharerepurchase mandate granted by the Shareholders (including any renewal of such mandate)is in force, will not be regarded as a circumstance requiring adjustment under the provisionsof this Rule 10.10.4 The restriction on the number of Shares to be offered to any Grantee under Rule 5 above,shall not apply to the number of additional Shares or Options over additional Shares issuedor transferred by virtue of any adjustment to the number of Shares and/or Options pursuantto this Rule 10.10.5 Upon any adjustment required to be made, the Company shall notify each Participant (or hisduly appointed personal representative(s)) in writing and deliver to him (or, whereapplicable, his duly appointed personal representative(s)) a statement setting forth the newExercise Price thereafter in effect and the class and/or number of Shares thereaftercomprised in the Option so far as unexercised and the maximum entitlement in any oneFinancial Year.11.

OPTION PERIOD

11.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, inwhole or in part (provided that an Option may be exercised in part only in respect of 1,000Shares or any multiple thereof), at any time, by a Participant after the first anniversary of theOffer Date of that Option, provided always that the Options shall be exercised before thetenth anniversary of the relevant Offer Date, or such earlier date as may be determined bythe Committee, failing which all unexercised Options shall immediately lapse and becomenull and void and a Participant shall have no claim against the Company.11.2 Options granted with the Exercise Price set at a discount to Market Price shall only beexercisable, in whole or in part (provided that an Option may be exercised in part only inrespect of 1,000 Shares or any multiple thereof), at any time, by a Participant after thesecond anniversary from the Offer Date of that Option, provided always that the Optionsshall be exercised before the tenth anniversary of the relevant Offer Date, or such earlierdate as may be determined by the Committee, failing which all unexercised Options shallimmediately lapse and become null and void and a Participant shall have no claim againstthe Company.11.3 An Option shall, to the extent unexercised, immediately lapse and become null and void anda Participant shall have no claim against the Company:(a)

subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in theemployment of the Company or any of the companies within the Group for any reasonwhatsoever;

(b)

upon the bankruptcy of the Participant or the happening of any other event whichresults in his being deprived of the legal or beneficial ownership of such Option; or

(c)

in the event of misconduct on the part of the Participant, as determined by the

Committee in its absolute discretion.

For the purpose of Rule 11.3(a), a Participant shall be deemed to have ceased to be soemployed as of the date the notice of termination of employment is tendered by or is givento him, unless such notice shall be withdrawn prior to its effective date.F-9

APPENDIX F RULES OF THE SOG ESOS

11.4 If a Participant ceases to be employed by the Group by reason of his:(a)

ill health, injury or disability, in each case, as certified by a medical practitioner

approved by the Committee;

(b)

redundancy;

(c)

retirement at or after a normal retirement age; or

(d)

retirement before that age with the consent of the Committee,

or for any other reason approved in writing by the Committee, he may, at the absolutediscretion of the Committee, exercise any unexercised Option within the relevant OptionPeriod and upon the expiry of such period, the Option shall immediately lapse and becomenull and void.11.5 If a Participant ceases to be employed by a Subsidiary:(a)

by reason of the Subsidiary, by which he is principally employed ceasing to be a

company within the Group or the undertaking or part of the undertaking of suchSubsidiary, being transferred otherwise than to another company within the Group; or

(b)

for any other reason, provided the Committee gives its consent in writing,

he may, at the absolute discretion of the Committee, exercise any unexercised Option withinthe relevant Option Period and upon the expiry of such period, the Option shall immediatelylapse and become null and void.11.6 If a Participant dies and at the date of his death holds any unexercised Option, such Optionmay, at the absolute discretion of the Committee, be exercised by the duly appointed legalpersonal representatives of the Participant within the relevant Option Period and upon theexpiry of such period, the Option shall immediately lapse and become null and void.11.7 If a Participant, who is also an Executive Director or a Non-executive Director (as the casemay be), ceases to be a director for any reason whatsoever, he may, at the absolutediscretion of the Committee, exercise any unexercised Option within the relevant OptionPeriod and upon the expiry of such period, the Option shall immediately lapse and becomenull and void.12.

EXERCISE OF OPTIONS, ALLOTMENT OR TRANSFER AND LISTING OF SHARES

12.1 An Option may be exercised, in whole or in part (provided that an Option may be exercisedin part only in respect of 1,000 Shares or any multiple thereof), by a Participant giving noticein writing to the Company in or substantially in the form set out in Annex 3 (the ExerciseNotice), subject to such amendments as the Committee may from time to time determine.Every Exercise Notice must be accompanied by a remittance for the full amount of theaggregate Exercise Price in respect of the Shares which have been exercised under theOption, the relevant CDP charges (if any) and any other documentation the Committee mayrequire. All payments shall be made by cheque, cashiers order, bank draft or postal ordermade out in favour of the Company. An Option shall be deemed to be exercised upon the

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APPENDIX F RULES OF THE SOG ESOS

receipt by the Company of the said notice duly completed and the receipt by the Companyof the full amount of the aggregate Exercise Price in respect of the Shares which have beenexercised under the Option.12.2 Subject to:(a)

such consents or other actions required by any competent authority under anyregulations or enactments for the time being in force as may be necessary (includingany approvals required from the SGX-ST); and

(b)

compliance with the Rules of the Scheme and the Memorandum and Articles ofAssociation of the Company,

the Company shall, as soon as practicable after the exercise of an Option by a Participantbut in any event within ten (10) Market Days after the date of the exercise of the Option inaccordance with Rule 12.1, allot the Shares or, as the case may be, procure the transfer ofexisting Shares (which may include, where desired, any Shares held by the Company astreasury shares), in respect of which such Option has been exercised by the Participant andwhere required, or as the case may be, within five (5) Market Days from the date of suchallotment, despatch the relevant share certificates to CDP for the credit of the securitiesaccount of that Participant by ordinary post or such other mode of delivery as the Committeemay deem fit.12.3 The Company shall as soon as practicable after the exercise of an Option, apply to theSGX-ST or any other stock exchange on which the Shares are quoted or listed forpermission to deal in and for quotation of the Shares which may be issued upon exerciseof the Option and the Shares (if any) which may be issued to the Participant pursuant to anyadjustments made in accordance with Rule 10.12.4 Shares which are all allotted or transferred on the exercise of an Option by a Participantshall be issued, as the Participant may elect, in the name of, or transferred to, CDP to thecredit of the securities account of the Participant maintained with CDP or the Participantssecurities sub-account with a Depository Agent.12.5 Shares allotted and issued, and existing Shares procured by the Company for transfer, uponthe exercise of an Option shall be subject to all provisions of the Memorandum and Articlesof Association of the Company and shall rank pari passu in all respects with the thenexisting issued Shares except for any dividends, rights, allotments or other distributions, theRecord Date for which is prior to the date such Option is exercised.12.6 Except as set out in Rule 12 and subject to Rule 10, an Option does not confer on aParticipant any right to participate in any new issue of Shares.13.

ALTERATIONS AND AMENDMENTS TO THE SCHEME

13.1 Any or all of the provisions of the Scheme may be modified and/or altered at any time andfrom time to time by resolution of the Committee except that:(a)

any modification or alteration which shall alter adversely the rights attaching to anyOption granted prior to such modification or alteration and which in the opinion of theCommittee, materially alters the rights attaching to any Option granted prior to suchmodification or alteration, may only be made with the consent in writing of such numberF-11

APPENDIX F RULES OF THE SOG ESOS

of Participants who, if they exercised their Options in full, would thereby becomeentitled to not less than three-quarters (3/4) in number of all the Shares which wouldfall to be issued and allotted or transferred upon exercise in full of all outstandingOptions;(b)

any modification or alteration which would be to the advantage of Participants under

the Scheme shall be subject to the prior approval of Shareholders at a generalmeeting; and

(c)

no modification or alteration shall be made without the prior approval of the SGX-STor (if required) any other stock exchange on which the Shares are quoted or listed, andsuch other regulatory authorities as may be necessary.

For the purposes of Rule 13.1(a), the opinion of the Committee as to whether anymodification or alteration would alter adversely the rights attaching to any Option shall befinal and conclusive.13.2 Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at anytime by resolution (and without any other formality save for the prior approval of theSGX-ST) amend or alter the Scheme in any way to the extent necessary to cause theScheme to comply with any statutory provision or the provisions or the regulations of anyregulatory or other relevant authority or body (including the SGX-ST).13.3 Written notice of any modification or alteration made in accordance with this Rule shall begiven to all Participants.14.

DURATION OF THE SCHEME

14.1 The Scheme shall continue to be in force at the discretion of the Committee, subject to amaximum period of ten (10) years, commencing on the date on which the Scheme isadopted by Shareholders in the EGM. Subject to compliance with any applicable laws andregulations in Singapore, the Scheme may be continued beyond the above stipulated periodwith the approval of the Shareholders by ordinary resolution at a general meeting and of anyrelevant authorities which may then be required.14.2 The Scheme may be terminated at any time by the Committee or by resolution of theShareholders at a general meeting subject to all other relevant approvals which may berequired and if the Scheme is so terminated, no further Options shall be offered by theCompany hereunder.14.3 The termination, discontinuance or expiry of the Scheme shall be without prejudice to therights accrued to Options which have been granted and accepted as provided in Rule 8,whether such Options have been exercised (whether fully or partially) or not.15.

TAKE-OVER AND WINDING-UP OF THE COMPANY

15.1 In the event of a take-over offer being made for the Company, Participants (includingParticipants holding Options which are then not exercisable pursuant to the provisions ofRule 11.1 and 11.2) holding Options as yet unexercised shall, notwithstanding Rule 11 andRule 12 but subject to Rule 15.5, be entitled to exercise such Options in full or in part in the

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APPENDIX F RULES OF THE SOG ESOS

period commencing on the date on which such offer is made or, if such offer is conditional,the date on which the offer becomes or is declared unconditional, as the case may be, andending on the earlier of:(a)

the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) monthperiod, at the recommendation of the offeror and with the approvals of the Committeeand the SGX-ST, such expiry date is extended to a later date (being a date falling notlater than the date of expiry of the Option Period relating thereto); or

(b)

the date of the expiry of the Option Period relating thereto.

whereupon any Option then remaining unexercised shall immediately lapse and becomenull and void.Provided always that if during such period the offeror becomes entitled or bound to exercisethe rights of compulsory acquisition of the Shares under the provisions of the Act and, beingentitled to do so, gives notice to the Participants that it intends to exercise such rights ona specified date, the Option shall remain exercisable by the Participants until such specifieddate or the expiry of the Option Period relating thereto, whichever is earlier. Any Option notso exercised by the said specified date shall lapse and become null and void provided thatthe rights of acquisition or obligation to acquire stated in the notice shall have beenexercised or performed, as the case may be. If such rights of acquisition or obligations havenot been exercised or performed, all Options shall, subject to Rule 11, remain exercisableuntil the expiry of the Option Period.15.2 If, under the Act, the court sanctions a compromise or arrangement proposed for thepurposes of, or in connection with, a scheme for the reconstruction of the Company or itsamalgamation with another company or companies, Participants (including Participantsholding Options which are then not exercisable pursuant to the provisions of Rule 11.1 andRule 11.2) shall notwithstanding Rule 11 and Rule 12 but subject to Rule 15.5, be entitledto exercise any Option then held by them during the period commencing on the date uponwhich the compromise or arrangement is sanctioned by the court and ending either on theexpiry of sixty (60) days thereafter or the date upon which the compromise or arrangementbecomes effective, whichever is later (but not after the expiry of the Option Period relatingthereto), whereupon any unexercised Option shall lapse and become null and void,Provided always that the date of exercise of any Option shall be before the tenthanniversary of the Offer Date.15.3 If an order or an effective resolution is passed for the winding-up of the Company on thebasis of its insolvency, all Options, to the extent unexercised, shall lapse and become nulland void.15.4 In the event of a members solvent voluntary winding-up (other than for amalgamation orreconstruction), Participants (including Participants holding Options which are then notexercisable pursuant to the provisions of Rule 11.1 and Rule 11.2) shall, subject to Rule15.5, be entitled within thirty (30) days of the passing of the resolution of such winding-up(but not after the expiry of the Option Period relating thereto) to exercise in full anyunexercised Option, after which such unexercised Option shall lapse and become null andvoid.

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APPENDIX F RULES OF THE SOG ESOS

15.5 If in connection with the making of a general offer referred to in Rule 15.1 above or thescheme referred to in Rule 15.2 above or the winding-up referred to in Rule 15.4 above,arrangements are made (which are confirmed in writing by the Auditors, acting only asexperts and not as arbitrators, to be fair and reasonable) for the compensation ofParticipants, whether by the continuation of their Options or the payment of cash or thegrant of other options or otherwise, a Participant holding an Option, which is not thenexercisable, may not, at the discretion of the Committee, be permitted to exercise thatOption as provided for in this Rule 15.15.6 To the extent that an Option is not exercised within the periods referred to in this Rule 15,it shall lapse and become null and void.16.

ADMINISTRATION OF THE SCHEME

16.1 The Scheme shall be administered by the Committee in its absolute discretion with suchpowers and duties as are conferred on it by the Board.16.2 The Committee shall have the power, from time to time, to make or vary such regulations(not being inconsistent with the Scheme) for the implementation and administration of theScheme as it thinks fit.16.3 Any decision of the Committee, made pursuant to any provision of the Scheme (other thana matter to be certified by the Auditors), shall be final and binding (including any decisionspertaining to disputes as to the interpretation of the Scheme or any rule, regulation, orprocedure thereunder or as to any rights under the Scheme).16.4 A Director who is a member of the Committee shall not be involved in its deliberation inrespect of Options to be granted to him.17.

NOTICES

17.1 Any notice given by a Participant to the Company shall be sent by post or delivered to theregistered office of the Company or such other address as may be notified by the Companyto the Participant in writing.17.2 Any notice or documents given by the Company to a Participant shall be sent to theParticipant by hand or sent to him at his home address stated in the records of the Companyor the last known address of the Participant, and if sent by post shall be deemed to havebeen given on the day immediately following the date of posting.18.

TERMS OF EMPLOYMENT UNAFFECTED

18.1 The Scheme or any Option shall not form part of any contract of employment between theCompany, any Subsidiary or Associated Company (as the case may be) and any Participantand the rights and obligations of any individual under the terms of the office or employmentwith such company within the Group shall not be affected by his participation in the Schemeor any right which he may have to participate in it or any Option which he may hold and theScheme or any Option shall afford such an individual no additional rights to compensationor damages in consequence of the termination of such office or employment for any reasonwhatsoever.

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APPENDIX F RULES OF THE SOG ESOS

18.2 The Scheme shall not confer on any person any legal or equitable rights (other than thoseconstituting the Options themselves) against the Company, any Subsidiary and/orAssociated Company directly or indirectly or give rise to any cause of action at law or inequity against the Company, any Subsidiary or Associated Company.19.

TAXESAll taxes (including income tax) arising from the exercise of any Option granted to anyParticipant under the Scheme shall be borne by the Participant.

20.

COSTS AND EXPENSES OF THE SCHEME

20.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with theissue and allotment or transfer of any Shares pursuant to the exercise of any Option inCDPs name, the deposit of share certificate(s) with CDP, the Participants security accountwith CDP or the Participants securities sub-account with his Depository Agent and all taxesreferred to in Rule 19 which shall be payable by the relevant Participant.20.2 Save for such costs and expenses expressly provided in the Scheme to be payable by theParticipants, all fees, costs, and expenses incurred by the Company in relation to theScheme including but not limited to the fees, costs and expenses relating to the issue andallotment or transfer of the Shares pursuant to the exercise of any Option shall be borne bythe Company.21.

DISCLAIMER OF LIABILITYNotwithstanding any provisions herein contained and subject to the Act, the Board, theCommittee and the Company shall not under any circumstances be held liable for any costs,losses, expenses and damages whatsoever and howsoever arising in respect of any matterunder or in connection with the Scheme including but not limited to the Companys delay orfailure in issuing and allotting, or procuring the transfer of, the Shares or in applying for orprocuring the listing of and quotation for the Shares on the SGX-ST or any other stockexchanges on which the Shares are quoted or listed.

22.

DISPUTESAny disputes or differences of any nature in connection with the Scheme shall be referredto the Committee and its decision shall be final and binding in all respects.

23.

CONDITION OF OPTIONEvery Option shall be subject to the condition that no Shares shall be issued or transferredpursuant to the exercise of an Option if such issue or transfer would be contrary to any lawor enactment, or any rules or regulations of any legislative or non-legislative governing bodyfor the time being in force in Singapore or any other relevant country.

24.

GOVERNING LAWThe Scheme shall be governed by and construed in accordance with the laws of theRepublic of Singapore. The Company and the Participants, by accepting the offer of thegrant of Options in accordance with the Scheme, shall submit to the exclusive jurisdictionof the courts of the Republic of Singapore.

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APPENDIX F RULES OF THE SOG ESOS

25.

DISCLOSURE IN ANNUAL REPORT

The Company shall make the following disclosure in its annual report:(a)

The names of the members of the Committee;

(b)

The information required in the table below for the following Participants (which for theavoidance of doubt, shall include Participants who have exercised all their Options inany particular Financial Year):(i)

Participants who are Directors of the Company;

(ii)

Participants who are Controlling Shareholders and their Associates; and

(iii) Participants, other than those in (i) and (ii) above, who receive 5% or more of thetotal number of Options available under the Scheme; andName ofParticipant

APPENDIX F RULES OF THE SOG ESOS

Dear Sir/MadamWe are pleased to inform you that you have been nominated by the Remuneration Committee ofthe Board of Directors of Singapore O&G Ltd. (the Company) to participate in the SOGEmployee Share Option Scheme (the Scheme). Terms as defined in the Scheme shall have thesame meaning when used in this letter.Accordingly, an offer is hereby made to grant you an Option, in consideration of the payment ofordinary shares in the capital of the Company at the pricea sum of S$1.00, to acquireper ordinary share. The Option shall be subject to the terms of this Letter of Offerof S$and the Scheme (as the same may be amended from time to time pursuant to the terms andconditions of the Scheme), a copy of which is enclosed herewith.The Option is personal to you and may not be sold, mortgaged, transferred, charged, assigned,pledged or otherwise disposed of or encumbered in whole or in part or in any way whatsoever.If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sumof S$1.00 not later thana.m./p.m. on theday offailing which thisoffer will forthwith lapse.Yours faithfullyFor and on behalf ofSingapore O&G Ltd.

APPENDIX F RULES OF THE SOG ESOS

The Remuneration Committee

Closing Time and Date for Acceptance of Option

No. of Shares in respect of which Option is offered

Exercise Price per Share

S$

Total Amount Payable on Acceptance of Option

(exclusive of the relevant CDP charges)

S$

(the Offer Date) and agree to be bound

I have read your Letter of Offer datedby the terms thereof and of the SOG Employee Share Option Scheme stated therein. I confirm thatmy acceptance of the Option will not result in the contravention of any applicable law or regulationin relation to the ownership of shares in the Company or Options to acquire such shares.ordinary shares in the capital of Singaporeper Share and enclose cash/bankersfor S$1.00 being payment for the

I hereby accept the Option to acquire

O&G Ltd. (the Shares) at S$draft/cashiers order/postal order no.purchase of the Option.

I understand that I am not obliged to exercise the Option.

I also understand that I shall be responsible for all the fees of CDP relating to or in connection withthe issue and allotment or transfer of any Shares in CDPs name, the deposit of share certificateswith CDP, my securities account with CDP or my securities sub-account with a Depository Agent(as the case may be) (collectively, the CDP charges).I confirm that as at the date hereof:(a)

I am not less than 21 years old, nor an undischarged bankrupt, nor have I entered into acomposition with any of my creditors;

(b)

I satisfy the eligibility requirements to participate in the Scheme as defined in Rule 4 of theScheme; and

(c)

I satisfy the other requirements to participate in the Scheme as set out in the Rules of theScheme.

F-18

APPENDIX F RULES OF THE SOG ESOS

I hereby acknowledge that you have not made any representation or warranty or given me anyexpectation of employment or continued employment to induce me to accept the offer and that theterms of the Letter of Offer and this Acceptance Form constitute the entire agreement between usrelating to the offer.I agree to keep all information pertaining to the grant of the Option to me confidential.PLEASE PRINT IN BLOCK LETTERSName in full

Designation

Address

Nationality

*NRIC/Passport No.

Signature

Date

*Delete as appropriateNotes:(1)

Option must be accepted in full or in multiples of 1,000 Shares.

(2)

The Acceptance Form must be forwarded to the Company Secretary in an envelope marked Private andConfidential.

(3)

The Participant shall be informed by the Company of the relevant CDP charges payable at the time of the exerciseof an Option.

Number of Shares previously allotted and issued or

Outstanding balance of Shares which may be

Number of Shares now to be acquired (in multiples

of 1,000)

1.

Pursuant to your Letter of Offer dated (the Offer Date) and my acceptance thereof, I herebyexercise the Option to acquire Shares in Singapore O&G Ltd. (the Company) atper Share.S$

2.

I hereby request the Company to allot and issue or transfer to me the number of Sharesspecified in paragraph 1 in the name of The Central Depository (Pte) Limited (CDP) to thecredit of my Securities Account with the CDP/Securities Sub-Account with a DepositoryAgent specified below and to deliver the share certificates relating thereto to CDP at my ownrisk. I further agree to bear such fees or other charges as may be imposed by CDP (the CDPcharges) and any stamp duties in respect thereof:*(a) Direct Securities Account Number :*(b) Securities Sub-Account Number

Name of Depository Agent

3.

I enclose a cheque/cashiers order/bank draft/postal order no.

S$in payment for the Exercise Price of S$.number of the said Shares and the CDP charges of S$

4.

I agree to acquire the Shares subject to the terms of the Letter of Offer, the SOG EmployeeShare Option Scheme (as the same may be amended pursuant to the terms thereof from timeto time) and the Memorandum and Articles of Association of the Company.

5.

I declare that I am acquiring the Shares for myself and not as a nominee for any other person.

F-20

forfor the total

APPENDIX F RULES OF THE SOG ESOS

PLEASE PRINT IN BLOCK LETTERSName in full

Designation

Address

Nationality

*NRIC/Passport No.

Signature

Date

*Delete as appropriateNotes:(1)

An Option may be exercised in whole or in part provided that an Option may be exercised in part only in respect of1,000 Shares or any multiple thereof.

(2)

The form entitled Exercise Notice must be forwarded to the Company Secretary in an envelope marked Privateand Confidential.

F-21

This page has been intentionally left blank.

APPENDIX G RULES OF THE SOG PSP

RULES OF THE SOG PERFORMANCE SHARE PLAN1.

NAME OF THE PLAN

1.1

The Plan shall be called the SOG Performance Share Plan.

2.

DEFINITIONS

2.1

In the Plan, unless the context otherwise requires, the following words and expressionsshall have the following meanings:Act

The Companies Act, Chapter 50 of Singapore, as amended or

modified from time to time

Adoption Date

The date on which the Plan is adopted by the Company in

general meeting

Associate

Shall have the meaning assigned to it in the Catalist Manual

AssociatedCompany

A company in which at least 20% but not more than 50% of itsissued shares are held by the company or the Group and overwhich the Company has Control

Auditors

The auditors of the Company for the time being

Award

A contingent award of Shares under Rule 5

Award Date

In relation to an Award, the date on which the Award is granted

pursuant to Rule 5

Award Letter

A letter in such form as the Committee shall approve

confirming an Award granted to a Participant by theCommittee.

CDP

The Central Depository (Pte) Limited

Committee

The Remuneration Committee of the Company

Company

Singapore O&G Ltd., a company incorporated in Singapore

Control

The capacity to dominate decision-making, directly or

indirectly, in relation to the financial and operating policies ofthe Company

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APPENDIX G RULES OF THE SOG PSP

ControllingShareholder

A person who holds directly or indirectly 15% or more of the

total number of issued Shares (excluding Shares held by theCompany as treasury shares) (unless otherwise determinedby the Singapore Exchange that a person who satisfies thissubparagraph is not a controlling shareholder); or in factexercises Control over the Company

Group ExecutiveDirector

A director of the Company and/or any of its subsidiaries and/or

any of its Associated Companies, as the case may be, whoperforms an executive function

Group

The Company and its subsidiaries and Associated Companies

(as they may exist from time to time)

Group Executive

Any employee of the Group (including any Group Executive

Director who meet the relevant criteria and who shall beregarded as a Group Executive for the purposes of the Plan)selected by the Committee to participate in the Plan inaccordance with Rule 4

Catalist Manual orListing Manual

The SGX-ST Listing Manual Section B: Rules of Catalist, as

amended, modified or supplemented from time to time

Non-executiveDirector

A director of the Company and/or its subsidiaries, other than

one who performs an executive function

Participant

A Group Executive or a Non-executive Director who has been

granted an Award

PerformanceCondition

In relation to an Award, the condition specified on the Award

Date in relation to that Award

PerformancePeriod

The period, as may be determined by the Committee at its

discretion, during which the Performance Condition is to besatisfied

Plan or SOG PSP

The SOG Performance Share Plan, as the same may be

modified from time to time

Release

In relation to an Award, the release at the end of the

Performance Period relating to that Award of all or some of theShares to which that Award relates in accordance with Rule 7and, to the extent that any Shares which are the subject of theAward are not released pursuant to Rule 7, the Award inrelation to those Shares shall lapse accordingly, andReleased shall be construed accordingly

G-2

APPENDIX G RULES OF THE SOG PSP

Release Schedule

In relation to an Award, a schedule in such form as the

Committee shall approve, setting out the extent to whichShares which are the subject of that Award shall be Releasedon the Performance Condition being satisfied (whether fully orpartially) or exceeded or not being satisfied, as the case maybe, at the end of the Performance Period

Released Award

An Award which has been released in accordance with Rule 7

Retention Period

Such retention period as may be determined by the

Committee and notified to the Participant at the grant of therelevant Award to that Participant

Shares

Ordinary shares in the capital of the Company

SingaporeExchange orSGX-ST

The Singapore Exchange Securities Trading Limited

Trading Day

A day on which the Shares are traded on the Singapore

Exchange

Vesting

In relation to Shares which are the subject of a Released

Award, the absolute entitlement to all or some of the Shareswhich are the subject of a Released Award and Vest andVested shall be construed accordingly

Vesting Date

In relation to Shares which are the subject of a Released

Award, the date (as determined by the Committee and notifiedto the relevant Participant) on which those Shares haveVested pursuant to Rule 7

2.2

Words importing the singular number shall, where applicable, include the plural number andvice versa. Words importing the masculine gender shall, where applicable, include thefeminine and neuter genders.

2.3

Any reference to a time of a day in the Plan is a reference to Singapore time.

2.4

Any reference in the Plan to any enactment is a reference to that enactment as for the timebeing amended or re-enacted. Any word defined under the Act or any statutory modificationthereof and not otherwise defined in the Plan and used in the Plan shall have the meaningassigned to it under the Act or any statutory modification thereof, as the case may be.

G-3

APPENDIX G RULES OF THE SOG PSP

3.

OBJECTIVES OF THE PLAN

The Plan has been proposed in order to:(a)

foster an ownership culture within the Group which aligns the interests of GroupExecutives and Non-executive Directors with the interests of shareholders;

(b)

motivate Participants to achieve key financial and operational goals of the Companyand/or their respective business units; and

(c)

make total employee remuneration sufficiently competitive to recruit and retain staffhaving skills that are commensurate with the Companys ambition to become a worldclass company.

4.

ELIGIBILITY OF PARTICIPANTS

4.1

(a)

Group Executives who have attained the age of twenty-one (21) years and hold suchrank as may be designated by the Committee from time to time and who have, as ofthe Award Date, been in full time employment of the Group for a period of at leasttwelve (12) months (or in the case of any Group Executive Director, such shorterperiod as the Committee may determine); and

(b)

Non-executive Directors,shall be eligible to participate in the Plan at the absolute discretion of the Committee.

4.2

Controlling Shareholders and their Associates who satisfy the criteria set out in Paragraph4.1 above shall be eligible to participate in the Plan, subject to independent approval foreach grant to such a person by independent shareholders of the Company at a generalmeeting in separate resolutions for each such person and, in respect of each such person,the actual or maximum number of Shares and terms of any Awards to be granted to him.Successful applicants for the New Shares under the offering, by subscribing for suchshares, agree that the participation by our Controlling Shareholders or Associates of suchControlling Shareholders, shall not require Shareholders approval.

5.

GRANT OF AWARDS

5.1

Subject as provided in Rule 8, the Committee may grant Awards to Group Executives andNon-executive Directors as the Committee may select, in its absolute discretion, at any timeduring the period when the Plan is in force.

5.2

The number of Shares which are the subject of each Award to be granted to a Participantin accordance with the Plan shall be determined at the absolute discretion of theCommittee, which shall take into account criteria such as his rank, job performance andpotential for future development, his contribution to the success and development of theGroup and the extent of effort with which the Performance Condition may be achieved withinthe Performance Period.

G-4

APPENDIX G RULES OF THE SOG PSP

5.3

5.4

The Committee shall decide in relation to an Award:

(a)

the Participant;

(b)

the Award Date;

(c)

the Performance Period;

(d)

the number of Shares which are the subject of the Award;

(e)

the Performance Condition;

(f)

the Release Schedule; and

(g)

any other condition which the Committee may determine in relation to that Award.

The Committee may amend or waive the Performance Period, the Performance Conditionand/or the Release Schedule in respect of any Award:(a)

in the event of a take-over offer being made for the Shares or if under the Act, the courtsanctions a compromise or arrangement proposed for the purposes of, or inconnection with, a scheme for the reconstruction of the Company or its amalgamationwith another company or companies or in the event of a proposal to liquidate or sell allor substantially all of the assets of the Company; or

(b)

if anything happens which causes the Committee to conclude that:

(i)

a changed Performance Condition and/or Release Schedule would be a fairer

measure of performance, and would be no less difficult to satisfy; or

(ii)

the Performance Condition and/or Release Schedule should be waived,

and shall notify the Participants of such change or waiver.

5.5

As soon as reasonably practicable after making an Award, the Committee shall send to eachParticipant an Award Letter confirming the Award and specifying in relation to the Award:(a)

the Award Date;

(b)

the Performance Period;

(c)

the number of Shares which are the subject of the Award;

(d)

the Performance Condition;

(e)

the Release Schedule; and

(f)

any other condition which the Committee may determine in relation to that Award.

G-5

APPENDIX G RULES OF THE SOG PSP

5.6

Participants are not required to pay for the grant of Awards.

5.7

An Award or Released Award shall be personal to the Participant to whom it is granted and,prior to the allotment and/or transfer to the Participant of the Shares to which the ReleasedAward relates, shall not be transferred, charged, assigned, pledged or otherwise disposedof, in whole or in part, except with the prior approval of the Committee and if a Participantshall do, suffer or permit any such act or thing as a result of which he would or might bedeprived of any rights under an Award or Released Award without the prior approval of theCommittee, that Award or Released Award shall immediately lapse.

6.

EVENTS PRIOR TO THE VESTING DATE

6.1

An Award shall, to the extent not yet Released, immediately lapse without any claimwhatsoever against the Company:(a)

in the event of misconduct on the part of the Participant as determined by the

Committee in its discretion;

(b)

subject to Rule 6.2(b), upon the Participant ceasing to be in the employment of theGroup for any reason whatsoever; or

(c)

in the event of an order being made or a resolution passed for the winding-up of theCompany on the basis, or by reason, of its insolvency.

For the purpose of Rule 6.1(b), the Participant shall be deemed to have ceased to be soemployed as of the date the notice of termination of employment is tendered by or is givento him, unless such notice shall be withdrawn prior to its effective date.6.2

In any of the following events, namely:

(a)

the bankruptcy of the Participant or the happening of any other event which results inhis being deprived of the legal or beneficial ownership of an Award;

(b)

where the Participant ceases to be in the employment of the Group by reason of:(i)

ill health, injury or disability (in each case, evidenced to the satisfaction of theCommittee;

(ii)

redundancy;

(iii) retirement at or after the legal retirement age;

(iv) retirement before the legal retirement age with the consent of the Committee;(v)

the company by which he is employed or to which he is seconded, as the case

may be, ceasing to be a company within the Group, or the undertaking or part ofthe undertaking of such company being transferred otherwise than to anothercompany within the Group, as the case may be;

(vi) (where applicable) his transfer of employment between companies within theGroup;

G-6

APPENDIX G RULES OF THE SOG PSP

(vii) his transfer to any government ministry, governmental or statutory body orcorporation at the direction of any company within the Group; or(viii) any other event approved by the Committee;(c)

the death of a Participant;

(d)

any other event approved by the Committee,

the Committee may, in its absolute discretion, preserve all or any part of any Award anddecide as soon as reasonably practicable following such event either to Vest some or all ofthe Shares which are the subject of any Award or to preserve all or part of any Award untilthe end of the Performance Period and subject to the provisions of the Plan. In exercisingits discretion, the Committee will have regard to all circumstances on a case-by-case basis,including (but not limited to) the contributions made by that Participant and the extent towhich the Performance Condition has been satisfied.6.3

Without prejudice to the provisions of Rule 5.4, if before the Vesting Date, any of thefollowing occurs:(a)

a take-over offer for the Shares becomes or is declared unconditional;

(b)

a compromise or arrangement proposed for the purposes of, or in connection with, a

scheme for the reconstruction of the Company or its amalgamation with anothercompany or companies being approved by shareholders of the Company and/orsanctioned by the court under the Act; or

(c)

an order being made or a resolution being passed for the winding-up of the Company(other than as provided in Rule 6.1(c) or for amalgamation or reconstruction),

the Committee will consider, at its discretion, whether or not to Release any Award, and willtake into account all circumstances on a case-by-case basis, including (but not limited to)the contributions made by that Participant. If the Committee decides to Release any Award,then in determining the number of Shares to be Vested in respect of such Award, theCommittee will have regard to the proportion of the Performance Period which has elapsedand the extent to which the Performance Condition has been satisfied. Where Awards areReleased, the Committee will, as soon as practicable after the Awards have been Released,procure the allotment or transfer to each Participant of the number of Shares so determined,such allotment or transfer to be made in accordance with Rule 7.7.

RELEASE OF AWARDS

7.1

Review of Performance Condition

7.1.1 As soon as reasonably practicable after the end of each Performance Period, theCommittee shall review the Performance Condition specified in respect of eachAward and determine at its discretion whether it has been satisfied and, if so, theextent to which it has been satisfied, and provided that the relevant Participant hascontinued to be a Group Executive or a Non-executive Director from the Award Dateup to the end of the Performance Period, shall Release to that Participant all or part(as determined by the Committee at its discretion in the case where the Committeehas determined that there has been partial satisfaction of the Performance Condition)G-7

APPENDIX G RULES OF THE SOG PSP

of the Shares to which his Award relates in accordance with the Release Schedulespecified in respect of his Award on the Vesting Date. If not, the Awards shall lapseand be of no value.If the Committee determines in its sole discretion that the Performance Condition hasnot been satisfied or (subject to Rule 6) if the relevant Participant has not continuedto be a Group Executive or a Non-executive Director from the Award Date up to theend of the relevant Performance Period, that Award shall lapse and be of no valueand the provisions of Rules 7.2 to 7.4 shall be of no effect.The Committee shall have the discretion to determine whether the PerformanceCondition has been satisfied (whether fully or partially) or exceeded and in makingany such determination, the Committee shall have the right to make computationaladjustments to the audited results of the Company or the Group, to take into accountsuch factors as the Committee may determine to be relevant, including changes inaccounting methods, taxes and extraordinary events, and further the right to amendthe Performance Condition if the Committee decides that a changed performancetarget would be a fairer measure of performance.7.1.2 Shares which are the subject of a Released Award shall be Vested to a Participanton the Vesting Date, which shall be a Trading Day falling as soon as practicable afterthe review by the Committee referred to in Rule 7.1.1 and, on the Vesting Date, theCommittee will procure the allotment or transfer to each Participant of the number ofShares so determined.7.1.3 Where new Shares are allotted upon the Vesting of any Award, the Company shall,as soon as practicable after such allotment, apply to the Singapore Exchange forpermission to deal in and for quotation of such Shares.7.2

Release of AwardShares which are allotted or transferred on the Release of an Award to a Participant shallbe issued in the name of, or transferred to, CDP to the credit of the securities account of thatParticipant maintained with CDP or the securities sub-account of that Participantmaintained with a Depository Agent, in each case, as designated by that Participant.

7.3

Ranking of SharesNew Shares allotted and issued, and existing Shares procured by the Company for transfer,on the Release of an Award shall:(a)

be subject to all the provisions of the Memorandum and Articles of Association of theCompany; and

(b)

rank in full for all entitlements, including dividends or other distributions declared orrecommended in respect of the then existing Shares, the Record Date for which is onor after the relevant Vesting Date, and shall in all other respects rank pari passu withother existing Shares then in issue.

For the purposes of this Rule 7.3, Record Date means the date fixed by the Company forthe purposes of determining entitlements to dividends or other distributions to or rights ofholders of Shares.G-8

APPENDIX G RULES OF THE SOG PSP

7.4

MoratoriumShares which are allotted and issued or transferred to a Participant pursuant to the Releaseof an Award shall not be transferred, charged, assigned, pledged or otherwise disposed of,in whole or in part, during the Retention Period, except to the extent set out in the AwardLetter or with the prior approval of the Committee. The Company may take steps that itconsiders necessary or appropriate to enforce or give effect to this disposal restrictionincluding specifying in the Award Letter the conditions which are to be attached to an Awardfor the purpose of enforcing this disposal restriction.

8.

LIMITATION ON THE SIZE OF THE PLAN

8.1

The aggregate number of Shares which may be issued or transferred pursuant to Awardsgranted under the Plan on any date, when aggregated with the aggregate number of Sharesover which options or awards are granted under any other share option schemes or shareschemes of the Company, shall not exceed 15% of the total number of issued Shares(excluding Shares held by the Company as treasury shares) on the day preceding that date.

8.2

The aggregate number of Shares which may be issued or transferred pursuant to Awardsunder the Plan to Participants who are Controlling Shareholders and their Associates shallnot exceed 25% of the Shares available under the Plan.

8.3

The number of Shares which may be issued or transferred pursuant to Awards under thePlan to each Participant who is a Controlling Shareholder or his Associate shall not exceed10% of the Shares available under the Plan.

8.4

Shares which are the subject of Awards which have lapsed for any reason whatsoever maybe the subject of further Awards granted by the Committee under the Plan.

9.

ADJUSTMENT EVENTS

9.1

If a variation in the issued ordinary share capital of the Company (whether by way of acapitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation,distribution or otherwise) shall take place, then:(a)

the class and/or number of Shares which are the subject of an Award to the extent notyet Vested; and/or

(b)

the class and/or number of Shares in respect of which future Awards may be grantedunder the Plan,

shall be adjusted in such manner as the Committee may determine to be appropriate,

provided that no adjustment shall be made if as a result, the Participant receives a benefitthat a shareholder of the Company does not receive.9.2

Unless the Committee considers an adjustment to be appropriate, the issue of securities as

consideration for an acquisition or a private placement of securities, or the cancellation ofissued Shares purchased or acquired by the Company by way of a market purchase of suchShares undertaken by the Company on the Singapore Exchange during the period when ashare purchase mandate granted by shareholders of the Company (including any renewalof such mandate) is in force, shall not normally be regarded as a circumstance requiringadjustment.G-9

APPENDIX G RULES OF THE SOG PSP

9.3

Notwithstanding the provisions of Rule 9.1, any adjustment (except in relation to a

capitalisation issue) must be confirmed in writing by the Auditors (acting only as experts andnot as arbitrators) to be, in their opinion, fair and reasonable.

9.4

Upon any adjustment required to be made pursuant to this Rule 9, the Company shall notifythe Participant (or his duly appointed personal representatives where applicable) in writingand deliver to him (or his duly appointed personal representatives where applicable) astatement setting forth the class and/or number of Shares thereafter to be issued ortransferred on the Vesting of an Award. Any adjustment shall take effect upon such writtennotification being given.

10.

ADMINISTRATION OF THE PLAN

10.1 The Plan shall be administered by the Committee in its absolute discretion with such powersand duties as are conferred on it by the board of directors of the Company, provided that nomember of the Committee shall participate in any deliberation or decision in respect ofAwards to be granted to him or held by him.10.2 The Committee shall have the power, from time to time, to make and vary sucharrangements, guidelines and/or regulations (not being inconsistent with the Plan) for theimplementation and administration of the Plan, to give effect to the provisions of the Planand/or to enhance the benefit of the Awards and the Released Awards to the Participants,as it may, in its absolute discretion, think fit. Any matter pertaining or pursuant to the Planand any dispute and uncertainty as to the interpretation of the Plan, any rule, regulation orprocedure thereunder or any rights under the Plan shall be determined by the Committee.10.3 Neither the Plan nor the grant of Awards under the Plan shall impose on the Company orthe Committee or any of its members any liability whatsoever in connection with: (a) thelapsing of any Awards pursuant to any provision of the Plan; (b) the failure or refusal by theCommittee to exercise, or the exercise by the Committee of, any discretion under the Plan;and/or (c) any decision or determination of the Committee made pursuant to any provisionof the Plan.10.4 Any decision or determination of the Committee made pursuant to any provision of the Plan(other than a matter to be certified by the Auditors) shall be final, binding and conclusive(including for the avoidance of doubt, any decisions pertaining to disputes as to theinterpretation of the Plan or any rule, regulation or procedure hereunder or as to any rightsunder the Plan). The Committee shall not be required to furnish any reasons for anydecision or determination made by it.10.5 A Director who is a member of the Committee shall not be involved in its deliberation inrespect of Awards to be granted to him.11.

NOTICES AND COMMUNICATIONS

11.1 Any notice required to be given by a Participant to the Company shall be sent or made tothe registered office of the Company or such other addresses (including electronic mailaddresses) or facsimile number, and marked for the attention of the Committee, as may benotified by the Company to him in writing.11.2 Any notices or documents required to be given to a Participant or any correspondence to bemade between the Company and the Participant shall be given or made by the CommitteeG-10

APPENDIX G RULES OF THE SOG PSP

(or such person(s) as it may from time to time direct) on behalf of the Company and shallbe delivered to him by hand or sent to him at his home address, electronic mail address orfacsimile number according to the records of the Company or the last known address,electronic mail address or facsimile number of the Participant.11.3 Any notice or other communication from a Participant to the Company shall be irrevocable,and shall not be effective until received by the Company. Any other notice or communicationfrom the Company to a Participant shall be deemed to be received by that Participant, whenleft at the address specified in Rule 11.2 or, if sent by post, on the day following the dateof posting or, if sent by electronic mail or facsimile transmission, on the day of dispatch.12.

MODIFICATIONS TO THE PLAN

12.1 Any or all the provisions of the Plan may be modified and/or altered at any time and fromtime to time by a resolution of the Committee, except that:(a)

no modification or alteration shall alter adversely the rights attached to any Awardgranted prior to such modification or alteration except with the consent in writing ofsuch number of Participants who, if their Awards were Released to them upon thePerformance Conditions for their Awards being satisfied in full, would become entitledto not less than three-quarters in number of all the Shares which would fall to beVested upon Release of all outstanding Awards upon the Performance Conditions forall outstanding Awards being satisfied in full;

(b)

the definitions of Associated Company, Group Executive, Group Executive

Director, Non-executive Director, Participant, Performance Period andRelease Schedule and the provisions of Rules 4, 5, 6, 7, 8, 9, 10 and this Rule 12shall not be altered to the advantage of Participants except with the prior approval ofthe Companys shareholders in general meeting; and

(c)

no modification or alteration shall be made without the prior approval of the SingaporeExchange and such other regulatory authorities as may be necessary.

For the purposes of Rule 12.1(a), the opinion of the Committee as to whether anymodification or alteration would adversely affect the rights attached to any Award shall befinal, binding and conclusive.For the avoidance of doubt, nothing in this Rule 12.1 shall affect the right of the Committeeunder any other provision of the Plan to amend or adjust any Award.12.2 Notwithstanding anything to the contrary contained in Rule 12.1, the Committee may at anytime by resolution (and without other formality, save for the prior approval of the SingaporeExchange) amend or alter the Plan in any way to the extent necessary or desirable, in theopinion of the Committee, to cause the Plan to comply with, or take into account, anystatutory provision (or any amendment or modification thereto, including amendment of ormodification to the Act) or the provision or the regulations of any regulatory or other relevantauthority or body (including the Singapore Exchange).12.3 Written notice of any modification or alteration made in accordance with this Rule 12 shallbe given to all Participants.

G-11

APPENDIX G RULES OF THE SOG PSP

13.

TERMS OF EMPLOYMENT UNAFFECTED

The terms of employment of a Participant shall not be affected by his participation in thePlan, which shall neither form part of such terms nor entitle him to take into account suchparticipation in calculating any compensation or damages on the termination of hisemployment for any reason.

14.

DURATION OF THE PLAN

14.1 The Plan shall continue to be in force at the discretion of the Committee, subject to amaximum period of ten (10) years commencing on the Adoption Date, provided always thatthe Plan may continue beyond the above stipulated period with the approval of theCompanys shareholders by ordinary resolution in general meeting and of any relevantauthorities which may then be required.14.2 The Plan may be terminated at any time by the Committee or, at the discretion of theCommittee, by resolution of the Company in general meeting, subject to all relevantapprovals which may be required and if the Plan is so terminated, no further Awards shallbe granted by the Committee hereunder.14.3 The expiry or termination of the Plan shall not affect Awards which have been granted priorto such expiry or termination, whether such Awards have been Released (whether fully orpartially) or not.15.

TAXESAll taxes (including income tax) arising from the grant or Release of any Award granted toany Participant under the Plan shall be borne by that Participant.

16.

COSTS AND EXPENSES OF THE PLAN

16.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with theissue and allotment or transfer of any Shares pursuant to the Release of any Award inCDPs name, the deposit of share certificate(s) with CDP, the Participants securitiesaccount with CDP, or the Participants securities sub-account with a Depository Agent.16.2 Save for the taxes referred to in Rule 15 and such other costs and expenses expresslyprovided in the Plan to be payable by the Participants, all fees, costs and expenses incurredby the Company in relation to the Plan including but not limited to the fees, costs andexpenses relating to the allotment and issue, or transfer, of Shares pursuant to the Releaseof any Award shall be borne by the Company.17.

DISCLAIMER OF LIABILITYNotwithstanding any provisions herein contained, the Committee and the Company shall notunder any circumstances be held liable for any costs, losses, expenses and damageswhatsoever and howsoever arising in any event, including but not limited to the Companysdelay in issuing, or procuring the transfer of, the Shares or applying for or procuring thelisting of new Shares on the Singapore Exchange in accordance with Rule 7.1.3.

G-12

APPENDIX G RULES OF THE SOG PSP

18.

DISCLOSURES IN ANNUAL REPORTS

The following disclosures (as applicable) will be made by the Company in its annual reportfor so long as the Plan continues in operation:(a)

the names of the members of the Committee administering the Plan;

(b)

in respect of the following Participants of the Plan:

(i)

directors of the Company;

(ii)

Controlling Shareholders and their Associates; and

(iii) Participants (other than those in paragraphs (i) and (ii) above) who have receivedShares pursuant to the Release of Awards granted under the Plan which, inaggregate, represent 5% or more of the aggregate of the total number of Sharesavailable under the Plan,the following information:(aa) the name of the Participant;(bb) the number of new Shares issued and the number of existing Shares transferredto such Participant during the financial year under review; and(c)

In relation to the Plan, the following particulars:

(i)

the aggregate number of Shares comprised in Awards granted under the Plansince the commencement of the Plan to the end of the financial year underreview;

(ii)

the aggregate number of Shares comprised in Awards which have Vested underthe Plan during the financial year under review and in respect thereof, theproportion of:a.

new Shares issued; and

b.

existing Shares transferred and where existing Shares were purchased fordelivery, the range of prices at which such Shares were purchased,

upon the Release of the Vested Awards granted under the Plan; and(iii) the aggregate number of Shares comprised in Awards granted under the Planwhich have not been Released, as at the end of the financial year under review.19.

DISPUTESAny disputes or differences of any nature arising hereunder shall be referred to theCommittee and its decision shall be final and binding in all respects.

G-13

APPENDIX G RULES OF THE SOG PSP

20.

GOVERNING LAWThe Plan shall be governed by, and construed in accordance with, the laws of the Republicof Singapore. The Participants, by accepting grants of Awards in accordance with the Plan,and the Company submit to the exclusive jurisdiction of the courts of the Republic ofSingapore.

21.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CHAPTER 53B

No person other than the Company or a Participant shall have any right to enforce anyprovision of the Plan or any Award by the virtue of the Contracts (Rights of Third Parties)Act, Chapter 53B of Singapore.

G-14

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONSYou are invited to apply and subscribe for the New Shares at the Issue Price for each New Sharesubject to the following terms and conditions:1.

YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES OR INTEGRAL

MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF SHARESWILL BE REJECTED.

2.

Your application for Offer Shares may be made by way of printed Offer Shares ApplicationForms or by way of Electronic Applications through ATMs belonging to the ParticipatingBanks (ATM Electronic Applications) or through Internet Banking (IB) websites of therelevant Participating Banks (Internet Electronic Applications), or through mobilebanking interface of the relevant Participating Banks (mBanking Applications, whichtogether with ATM Electronic Applications and Internet Electronic Applications, shall bereferred to as Electronic Applications).Your application for the Placement Shares may only be made by way of printed PlacementShares Application Forms.YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.

3.

You (not being an approved nominee company) are allowed to submit only oneapplication in your own name for the Offer Shares or the Placement Shares. If yousubmit an application for Offer Shares by way of an Application Form, you MAY NOTsubmit another application for Offer Shares by way of an Electronic Application andvice versa. Such separate applications shall be deemed to be multiple applicationsand may be rejected at the discretion of our Company, and the Sponsor, IssueManager, Underwriter and Placement Agent.If you submit an application for Offer Shares by way of an ATM Electronic Application,you MAY NOT submit another application for Offer Shares by way of an ElectronicApplication and vice versa. Such separate applications shall be deemed to be multipleapplications and may be rejected at the discretion of our Company, and the Sponsor,Issue Manager, Underwriter and Placement Agent.If you, being other than an approved nominee company, have submitted an applicationfor Offer Shares in your own name, you should not submit any other application forOffer Shares, whether by way of an Application Form or by way of an ElectronicApplication, for any other person. Such separate applications shall be deemed to bemultiple applications and may be rejected at the discretion of our Company, and theSponsor, Issue Manager, Underwriter and Placement Agent.If you have made an application for Placement Shares by way of an Application Form,you should not make any application for Offer Shares either by way of an ApplicationForm or by way of an Electronic Application and vice versa. Such separateapplications shall be deemed to be multiple applications and may be rejected at thediscretion of our Company, and the Sponsor, Issue Manager, Underwriter andPlacement Agent.

H-1

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONSConversely, if you have made an application for Offer Shares either by way of anElectronic Application or by way of an Application Form, you may not make anyapplication for Placement Shares. Such separate applications shall be deemed to be amultiple applications and may be rejected at the discretion of our Company, and theSponsor, Issue Manager, Underwriter and Placement Agent.Joint and multiple applications for the New Shares shall be rejected. If you submit orprocure submissions of multiple share applications for Offer Shares, PlacementShares or both Offer Shares and Placement Shares, you may be deemed to havecommitted an offence under the Penal Code (Chapter 224) of Singapore and the SFA,and your applications may be referred to the relevant authorities for investigation.Multiple applications or those appearing to be or suspected of being multipleapplications may be rejected at the discretion of our Company, and the Sponsor, IssueManager, Underwriter and Placement Agent.4.

We will not accept applications from any person under the age of 18 years, undischargedbankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint SecuritiesAccount holders of CDP and from applicants whose addresses (as furnished in theirApplication Forms or, in the case of Electronic Applications, contained in the records of therelevant Participating Banks, as the case may be) bear post office box numbers. No personacting or purporting to act on behalf of a deceased person is allowed to apply under theSecurities Account with CDP in the deceaseds name at the time of application.

5.

We will not recognise the existence of a trust. Any application by a trustee or trustees musttherefore be made in his/her/their own name(s) and without qualification or, where theapplication is made by way of an Application Form by a nominee, in the name(s) of anapproved nominee company or companies after complying with paragraph 6 below.

IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A

SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOURAPPLICATION. If you do not have an existing Securities Account with CDP in your own nameat the time of your application, your application will be rejected (if you apply by way of anApplication Form), or you will not be able to complete your Electronic Application (if you applyby way of an Electronic Application). If you have an existing Securities Account with CDP butfail to provide your Securities Account number or provide an incorrect Securities Accountnumber in Section B of the Application Form or in your Electronic Application, as the casemay be, your application is liable to be rejected. Subject to paragraph 8 below, yourapplication shall be rejected if your particulars such as name, NRIC/passport number,nationality and permanent residence status provided in your Application Form or in the caseof an Electronic Application, contained in records of the relevant Participating Bank at thetime of your Electronic Application, as the case may be, differ from those particulars in yourSecurities Account as maintained with CDP. If you possess more than one individual directSecurities Account with CDP, your application shall be rejected.

H-2

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONS8.

If your address as stated in the Application Form or, in the case of an ElectronicApplication, contained in the records of the relevant Participating Bank, as the casemay be, is different from the address registered with CDP, you must inform CDP ofyour updated address promptly, failing which the notification letter on successfulallotment and other correspondence from CDP will be sent to your address lastregistered with CDP.

9.

Our Company and the Sponsor, Issue Manager, Underwriter and Placement Agentreserves the right to reject any application which does not conform strictly to theinstructions set out in the Application Form and in this Offer Document or which doesnot comply with the instructions for Electronic Applications or with the terms andconditions of this Offer Document or, in the case of an application by way of anApplication Form, which is illegible, incomplete, incorrectly completed or which isaccompanied by an improperly drawn remittance or improper form of remittance. OurCompany and the Sponsor, Issue Manager, Underwriter and Placement Agent furtherreserves the right to treat as valid any applications not completed or submitted oreffected in all respects in accordance with the instructions set out in the ApplicationForms or the instructions for Electronic Applications or the terms and conditions ofthis Offer Document, and also to present for payment or other processes allremittances at any time after receipt and to have full access to all information relatingto, or deriving from, such remittances or the processing thereof.

10. Our Company and the Sponsor, Issue Manager, Underwriter and Placement Agent reservesthe right to reject or to accept, in whole or in part, or to scale down or to ballot any application,without assigning any reason therefor, and no enquiry and/or correspondence on thedecision of our Company with regards hereto will be entertained. This right applies toapplications made by way of Application Forms and by way of Electronic Applications. Indeciding the basis of allotment, which shall be at our discretion, due consideration will begiven to the desirability of allotting the New Shares to a reasonable number of applicants witha view to establishing an adequate market for the Shares.11.

Subject to your provision of a valid and correct CDP Securities Account number, Sharecertificates will be registered in the name of CDP or its nominee and will be forwarded onlyto CDP. It is expected that CDP will send to you, at your own risk, within fifteen (15) MarketDays after the close of the Application List, a statement of account stating that yourSecurities Account has been credited with the number of New Shares allotted to you, if yourapplication is successful. This will be the only acknowledgement of application moniesreceived and is not an acknowledgement by our Company and the Sponsor, Issue Manager,Underwriter and Placement Agent. You irrevocably authorise CDP to complete and sign onyour behalf, as transferee or renouncee, any instrument of transfer and/or other documentsrequired for the issue or transfer of the New Shares allotted to you. This authorisation appliesto applications made by way of Application Forms and by way of Electronic Applications.You hereby consent to the disclosure of your name, NRIC/passport number, address,nationality, permanent residency status, CDP Securities Account number, CPF InvestmentAccount number (if applicable) and shares application amount from your account with therelevant Participating Bank to the Share Registrar, SCCS, SGX-ST, CDP, CPF, our Company,and the Sponsor, Issue Manager, Underwriter and Placement Agent.

H-3

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONS12. In the event of an under-subscription for Offer Shares as at the close of the Application List,that number of Offer Shares under-subscribed shall be made available to satisfy applicationsfor the Placement Shares to the extent that there is an over-subscription for PlacementShares as at the close of the Application List.In the event of an under-subscription for Placement Shares as at the close of the ApplicationList, that number of Placement Shares under-subscribed shall be made available to satisfyapplications for Offer Shares to the extent that there is an over-subscription for Offer Sharesas at the close of the Application List.In the event of an over-subscription for Offer Shares as at the close of the Application Listand Placement Shares are fully subscribed or over-subscribed as at the close of theApplication List, the successful applications for Offer Shares will be determined by ballot orotherwise as determined by our Directors after consultation with the Sponsor, IssueManager, Underwriter and Placement Agent, and approved by the SGX-ST.In all the above instances, the basis of allotment of the New Shares as may be decided byour Directors in ensuring a reasonable spread of shareholders of our Company, shall bemade public as soon as practicable via an announcement through the SGX-ST and throughan advertisement in a local newspaper.13. You irrevocably authorise CDP to disclose the outcome of your application, including thenumber of New Shares allotted to you pursuant to your application, to us, the Sponsor, IssueManager, Underwriter and Placement Agent and any other parties so authorised by theforegoing persons.14. Any reference to you or the applicant in this section shall include an individual, acorporation, an approved nominee and trustee applying for the Offer Shares by way of anApplication Form or by way of an Electronic Application and a person applying for thePlacement Shares through the Placement Agent.15. By completing and delivering an Application Form or by making and completing an ElectronicApplication by (in the case of an ATM Electronic Application) pressing the Enter or OK orConfirm or Yes or any other relevant key on the ATM (as the case may be) or by (in thecase of an Internet Electronic Application or mBanking Application) clicking Submit orContinue or Yes or Confirm or any other relevant button on the IB website screen of therelevant Participating Banks or the mobile banking interface of the relevant ParticipationBanks (as the case may be) in accordance with the provisions of this Offer Document, you:(a)

irrevocably offer, agree and undertake to subscribe for the number of New Sharesspecified in your application (or such smaller number for which the application isaccepted) at the Issue Price for each New Share and agree that you will accept suchNew Shares as may be allotted to you, in each case on the terms of, and subject to theconditions set out in this Offer Document and the Memorandum and Articles ofAssociation of our Company for application;

(b)

agree that, in the event of any inconsistency between the terms and conditions forapplication set out in this Offer Document and those set out in the IB websites or ATMsor mobile banking interface of the relevant Participating Banks, the terms andconditions set out in this Offer Document shall prevail;

H-4

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONS(c)

agree that the aggregate Issue Price for the New Shares applied for is due and payableto the Company upon application;

(d)

warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that suchinformation, representations and declarations will be relied on by our Company indetermining whether to accept your application and/or whether to allot any New Sharesto you;

(e)

(i) consent to the collection, use, processing and disclosure of your

name/NRIC/passport number or company registration number, address, nationality,permanent resident status, CDP Securities Account number, CPF Investment Accountnumber (if applicable), share application amount, the outcome of your application(including the number of New Shares allotted to you pursuant to your application) andother personal data (Personal Data) by the Share Registrar, CDP, SCCS, theSGX-ST, the Participating Banks, our Company, the Sponsor, Issue Manager,Underwriter and Placement Agent and/or other authorised operators (the RelevantParties) for the purpose of the processing of your application for the New Shares, andin order for the Relevant Parties to comply with any applicable laws, listing rules and/orguidelines (collectively, the Purposes) and warrant that such Personal Data is true,accurate and correct; (ii) warrant that where you, as an approved nominee company,disclose the Personal Data of the beneficial owner(s) for the collection, use, processingand disclosure by the Relevant Parties of the Personal Data of such beneficial owner(s)for the Purposes; (iii) agree that the Relevant Parties may do anything or disclose anyPersonal Data or matters without notice to you if the Sponsor, Issue Manager,Underwriter and Placement Agent considers them to be required or desirable in respectof any applicable policy, law, regulation, government entity, regulatory authority orsimilar body; and (iv) agree that you will indemnify the Relevant Parties in respect ofany penalties, liabilities, claims, demands, losses and damages as a result of yourbreach of warranties. You also agree that the Relevant Parties shall be entitled toenforce this indemnity (collectively, the Personal Data Privacy Terms); and

(f)

agree and warrant that, if the laws of any jurisdictions outside Singapore are applicableto your application, you have complied with all such laws and none of our Company, andthe Sponsor, Issue Manager, Underwriter and Placement Agent will infringe any suchlaws as a result of the acceptance of your application.

permission has been granted by the SGX-ST to deal in and for quotation for all ourexisting Shares and the New Shares on a when-issued basis on Catalist;

(b)

the Sponsorship and Management Agreement and the Underwriting and PlacementAgreement referred to in the section titled Sponsorship, Management, Underwritingand Placement Arrangements of this Offer Document have become unconditional andhave not been terminated or cancelled prior to such date as our Company maydetermine; and

H-5

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONS(c)

the SGX-ST, acting as an agent on behalf of the Authority, has not served a stop order(Stop Order) which directs that no or no further shares to which this Offer Documentrelates be allotted.

17. In the event that a Stop Order in respect of the New Shares is served by the SGX-ST, actingas an agent on behalf of the Authority, and(a)

in the case where the New Shares have not been issued, all applications shall bedeemed to have been withdrawn and cancelled and our Company shall refund (at yourown risk) all monies paid on account of your application of the New Shares (withoutinterest or any share of revenue or other benefit arising therefrom) to you withinfourteen (14) days of the date of the Stop Order; or

(b)

in the case where the New Shares have already been issued and/or transferred buttrading has not commenced, the issue and/or transfer of the New Shares shall bedeemed to be void and our Company shall, within fourteen (14) days from the date ofthe Stop Order, refund (at your own risk) all monies paid on account of your applicationfor the New Shares (without interest or any share of revenue or other benefit arisingtherefrom).

This shall not apply where only an interim Stop Order has been served.18. In the event that an interim Stop Order in respect of the New Shares is served by theSGX-ST, acting as an agent on behalf of the Authority, or other competent authority, no NewShares shall be issued to you during the time when the interim Stop Order is in force.19. The SGX-ST, acting as an agent on behalf of the Authority, is not able to serve a Stop Orderin respect of the New Shares if the New Shares have been issued, listed for quotation on asecurities exchange and trading in the New Shares has commenced.20. We will not hold any application in reserve.21. We will not allot Shares on the basis of this Offer Document later than six months after thedate of registration of this Offer Document by the SGX-ST.22. Additional terms and conditions for applications by way of Application Forms are set outbelow.23. Additional terms and conditions for applications by way of Electronic Applications are set outbelow.ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMSApplications by way of an Application Form shall be made on, and subject to, the terms andconditions of this Offer Document including but not limited to the terms and conditions appearingbelow as well as those set out under the section titled Terms, Conditions and Procedures forApplication of this Offer Document, as well as the Memorandum and Articles of Association of ourCompany.

H-6

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONS1.

Your application for the Offer Shares must be made using the WHITE Application Forms andWHITE official envelopes A and B for Offer Shares, the BLUE Application Forms andBLUE official envelopes for Placement Shares, accompanying and forming part of this OfferDocument.We draw your attention to the detailed instructions contained in the respective ApplicationForms and this Offer Document for the completion of the Application Forms which must becareful followed. Our Company and the Sponsor, Issue Manager, Underwriter andPlacement Agent reserves the right to reject applications which do not conformstrictly to the instructions set out in the Application Forms and this Offer Document orto the terms and conditions of this Offer Document or which are illegible, incomplete,incorrectly completed or which are accompanied by improperly drawn remittances orimproper form of remittance.

All spaces in the Application Forms except those under the heading FOR OFFICIAL USEONLY must be completed and the words NOT APPLICABLE or N.A. should be writtenin any space that is not applicable.

4.

Individuals, corporations, approved nominee companies and trustees must give their namesin full. If you are an individual, you must make your application using your full names as itappears in your identity cards (if you have such an identification document) or in yourpassports and, in the case of a corporation, in your full name as registered with a competentauthority. If you are a non-individual, you must complete the Application Form under the handof an official who must state the name and capacity in which he signs the Application Form.If you are a corporation completing the Application Form, you are required to affix yourCommon Seal (if any) in accordance with your Memorandum and Articles of Association orequivalent constitutive documents of the corporation. If you are a corporate applicant andyour application is successful, a copy of your Memorandum and Articles of Association orequivalent constitutive documents must be lodged with our Companys Share Registrar andShare Transfer Office. Our Company reserves the right to require you to producedocumentary proof of identification for verification purposes.

5.

(a)

You must complete Sections A and B and sign on page 1 of the Application Form.

(b)

You are required to delete either paragraph 7(a) or 7(b) on page 1 of the ApplicationForm. Where paragraph 7(a) is deleted, you must also complete Section C of theApplication Form with particulars of the beneficial owner(s).

(c)

If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case maybe, on page 1 of the Application Form, your application is liable to be rejected.

You (whether you are an individual or corporate applicant, whether incorporated or

unincorporated and wherever incorporated or constituted) will be required to declare whetheryou are a citizen or permanent resident of Singapore or a corporation in which citizens orpermanent residents of Singapore or anybody corporate constituted under any statute ofSingapore having an interest in the aggregate of more than 50% of the issued share capitalof or interests in such corporations.

H-7

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONSIf you are an approved nominee company, you are required to declare whether the beneficialowner of the Shares is a citizen or permanent resident of Singapore or a corporation, whetherincorporated or unincorporated and wherever incorporated or constituted, in which citizensor permanent residents of Singapore or any body corporate whether incorporated orunincorporated and wherever incorporated or constituted under any statute of Singaporehave an interest in the aggregate of more than 50% of the issued share capital of or interestsin such corporation.6.

Your application must be accompanied by a remittance in Singapore currency for the fullamount payable, in respect of the number of New Shares applied for, in the form of aBANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out infavour of SINGAPORE O&G SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, andwith your name, CDP Securities Account number and address written clearly on the reverseside. Applications not accompanied by any payment or accompanied by any other formof payment will not be accepted. We will reject remittances bearing NOTTRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receiptwill be issued by our Company, or the Sponsor for applications and application moniesreceived.

7.

Monies paid in respect of unsuccessful applications are expected to be returned (without

interest or any share of revenue or other benefit arising therefrom) to you by ordinary postwithin 24 hours of balloting of applications at your own risk. Where your application isrejected or accepted in part only, the full amount or the balance of the application monies, asthe case may be, will be refunded (without interest or any share of revenue or other benefitarising therefrom) to you by ordinary post at your own risk within fourteen (14) days after theclose of the Application List, provided that the remittance accompanying such applicationwhich has been presented for payment or other processes has been honoured andapplication monies have been received in the designated share issue account. In the eventthat the Invitation is cancelled by us following the termination of the Sponsorship andManagement Agreement and the Underwriting and Placement Agreement, the applicationmonies received will be refunded (without interest or any share of revenue or other benefitarising therefrom) to you by ordinary post at your own risk within five (5) Market Days of thetermination of the Invitation. In the event that the Invitation is cancelled by us following theissuance of a Stop Order by the SGX-ST, acting as an agent on behalf of the Authority, theapplication monies received will be refunded (without interest or any share of revenue orother benefit arising therefrom) to you by ordinary post at your own risk within fourteen (14)days from the date of the Stop Order.

8.

Capitalised terms used in the Application Forms and defined in this Offer Document shallbear the meanings assigned to them in this Offer Document.

9.

You irrevocably agree and acknowledge that your application is subject to risks of fires, actsof God and other events beyond the control of our Company, our Directors, the Sponsorand/or any other party involved in the Invitation, and if, in any such event, our Companyand/or the Sponsor does not receive your Application Form, you shall have no claimwhatsoever against our Company, the Sponsor, Issue Manager, Underwriter and PlacementAgent and/or any other party involved in the Invitation for the New Shares applied for or forany compensation, loss or damage.

H-8

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONS10. By completing and delivering the Application Form, you agree that:(a)

in consideration of our Company having distributed the Application Form to you andagreeing to close the Application List at 12.00 noon on [] 2015 or such other time ordate as our Company may, in consultation with the Sponsor, Issue Manager,Underwriter and Placement Agent, decide:(i)

your application is irrevocable; and

(ii)

your remittance will be honoured on first presentation and that any moniesreturnable may be held pending clearance of your payment without interest or anyshare of revenue or other benefit arising therefrom;

(b)

neither our Company, the Sponsor, Issue Manager, Underwriter and Placement Agentnor any other party involved in the Invitation shall be liable for any delays, failures orinaccuracies in the recording, storage or in the transmission or delivery of data relatingto your application to us or CDP due to breakdowns or failure of transmission, deliveryor communication facilities or any risks referred to in paragraph 9 above or to any causebeyond their respective controls;

(c)

all applications, acceptances and contracts resulting therefrom under the Invitationshall be governed by and construed in accordance with the laws of Singapore and thatyou irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(d)

in respect of the New Shares for which your application has been received and notrejected, acceptance of your application shall be constituted by written notification andnot otherwise, notwithstanding any remittance being presented for payment by or onbehalf of our Company;

(e)

you will not be entitled to exercise any remedy of rescission for misrepresentation atany time after acceptance of your application;

(f)

in making your application, reliance is placed solely on the information contained in thisOffer Document and that none of our Company, the Sponsor, Issue Manager,Underwriter and Placement Agent or any other person involved in the Invitation shallhave any liability for any information not so contained;

(g)

you consent to the disclosure of your name, NRIC/passport number, address,

you irrevocably agree and undertake to subscribe for the number of New Shares appliedfor as stated in the Application Form or any smaller number of such New Shares thatmay be allotted to you in respect of your application. In the event that our Companydecides to allot and/or allocate a smaller number of New Shares or not to allot and/orallocate any New Shares to you, you agree to accept such decision as final.

H-9

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONSApplications for Offer Shares1.

Your application for Offer Shares MUST be made using the WHITE Offer Shares ApplicationForms and WHITE official envelopes A and B. ONLY ONE APPLICATION should beenclosed in each envelope.

2.

You must:(a)

enclose the WHITE Offer Shares Application Form, duly completed and signed,together with the correct remittance in accordance with the terms and conditions of thisOffer Document in the WHITE official envelope A provided;

(b)

in the appropriate spaces on WHITE official envelope A:

(i)

write your name and address;

(ii)

state the number of Offer Shares applied for;

(iii) tick the relevant box to indicate the form of payment; and(iv) affix adequate Singapore postage;

3.

(c)

seal the WHITE official envelope A;

(d)

write, in the special box provided on the larger WHITE official envelope B addressedto SINGAPORE O&G LTD. C/O TRICOR BARBINDER SHARE REGISTRATIONSERVICES, 80 ROBINSON ROAD #02-00, SINGAPORE 068898, the number of OfferShares for which the application is made; and

(e)

insert WHITE official envelope A into WHITE official envelope B, seal WHITE officialenvelope B, affix adequate Singapore postage on WHITE official envelope B (ifdespatched by ordinary post) and thereafter DESPATCH BY ORDINARY POST ORDELIVER BY HAND, the documents at your own risk to SINGAPORE O&G LTD. C/OTRICOR BARBINDER SHARE REGISTRATION SERVICES, 80 ROBINSON ROAD#02-00, SINGAPORE 068898, to arrive by 12.00 noon on [] 2015 or such other timeas our Company may, in consultation with the Sponsor, Issue Manager,Underwriter and Placement Agent, decide. Local Urgent Mail or Registered Postmust NOT be used. No acknowledgement of receipt will be issued for any applicationor remittance received.

Applications that are illegible, incomplete or incorrectly completed or accompanied by

improperly drawn remittances or improper form of remittance or which are not honoured upontheir first presentation are liable to be rejected.

Applications for Placement Shares

1.

Your application for Placement Shares MUST be made using the BLUE Placement SharesApplication Forms. ONLY ONE APPLICATION should be enclosed in each envelope.

H-10

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONS2.

The completed and signed BLUE Placement Shares Application Form and the correctremittance in full in respect of the number of Placement Shares applied for (in accordancewith the terms and conditions of this Offer Document) with your name and address writtenclearly on the reverse side, must be enclosed and sealed in an envelope to be provided byyou. You must affix adequate Singapore postage on the envelope (if despatching by ordinarypost) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST ORDELIVERED BY HAND at your own risk to SINGAPORE O&G LTD. C/O TRICORBARBINDER SHARE REGISTRATION SERVICES, 80 ROBINSON ROAD #02-00,SINGAPORE 068898, to arrive by 12.00 noon on [] 2015 or such other time as ourCompany may, in consultation with the Sponsor, Issue Manager, Underwriter andPlacement Agent, decide. Local Urgent Mail or Registered Post must NOT be used. Noacknowledgement of receipt will be issued for any application or remittance received.

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by

improperly drawn remittances or improper form of remittance or which are not honoured upontheir first presentation are liable to be rejected.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications are set out on the ATM screens (in the case of ATMElectronic Applications), IB website screens (in the case of Internet Electronic Applications) andthe mobile banking interface (in the case of mBanking Applications) of the relevant ParticipatingBanks. Currently, DBS Bank, is the only Participating Bank through which mBanking Applicationsmay be made. For illustration purposes, the procedures for Electronic Applications through ATMsand the IB website of the UOB Group are set out respectively in the Steps for an ATM ElectronicApplication through ATMs of the UOB Group, and the procedure for mBanking Applicationsthrough the mobile banking interface of the DBS Bank is set out in the Steps for mBankingApplications through the mBanking interface of DBS Bank and the Steps for an InternetElectronic Application through the IB website of the UOB Group (collectively, the Steps)appearing below.The Steps set out the actions that you must take at an ATM or the IB website of the UOB Groupto complete an Electronic Application. Please read carefully the terms of this Offer Document, theSteps and the terms and conditions for Electronic Applications set out below before making anElectronic Application. Any reference to you or the applicant in this section Additional Termsand Conditions for Electronic Applications and the Steps shall refer to you making an applicationfor Offer Shares through an ATM or the IB website of a relevant Participating Bank.You must have an existing bank account with and be an ATM cardholder of one of the ParticipatingBanks before you can make an Electronic Application at the ATMs. An ATM card issued by one (1)Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to otherParticipating Banks. For an Internet Electronic Application, you must have an existing bankaccount with an IB User Identification (User ID) and a Personal Identification Number/Password(PIN) given by the relevant Participating Bank. The Steps set out the actions that you must takeat ATMs or the IB website of the UOB Group to complete an Electronic Application. The actionsthat you must take at ATMs or the IB websites of other Participating Banks are set out on the ATMscreens or the IB website screens of the relevant Participating Banks. Upon the completion of yourATM Electronic Application transaction, you will receive an ATM transaction slip (TransactionRecord), confirming the details of your Electronic Application. Upon completion of your InternetElectronic Application, there will be an on-screen confirmation (Confirmation Screen) of the

H-11

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONSapplication which can be printed for your record. The Transaction Record or your printed recordof the Confirmation Screen is for your retention and should not be submitted with any ApplicationForm.You must ensure that you enter your own Securities Account number when using the ATMcard issued to you in your own name. If you fail to use your own ATM card or if you do notkey in your own Securities Account number, your application will be rejected. If you operatea joint bank account with any of the Participating Banks, you must ensure that you enteryour own Securities Account number when using the ATM card issued to you in your ownname. Using your own Securities Account number with an ATM card which is not issued toyou in your own name will render your ATM Electronic Application liable to be rejected.You must ensure, when making an Internet Electronic Application, that(a)

you are currently in Singapore at the time of making such application;

(b)

your mailing address for IB with the relevant Participating Bank is in Singapore;

(c)

you are not a US person (1) (as such term is defined in Regulation S under the United StatesSecurities Act of 1933, as amended from time to time);

and you will be asked to declare accordingly. Otherwise, your application is liable to be rejected.Note:(1)

For details, please refer to the definition of US person on the IB websites.

You shall make an Electronic Application in accordance with and subject to the terms andconditions of this Offer Document including but not limited to the terms and conditions appearingbelow and those set out under the section titled Terms, Conditions and Procedures forApplication of this Offer Document as well as the Memorandum and Articles of Association of ourCompany.1.

In connection with your Electronic Application for Offer Shares, you are required to confirmstatements to the following effect in the course of activating your Electronic Application:(a)

that you have received a copy of this Offer Document (in the case of ATMElectronic Applications only) and have read, understood and agreed to all theterms and conditions of application for Offer Shares and this Offer Documentprior to effecting the Electronic Application and agree to be bound by the same;

that this is your only application for Offer Shares and it is made in your own nameand at your own risk.

H-12

APPENDIX H TERMS, CONDITIONS AND

PROCEDURES FOR APPLICATIONSYour application will not be successfully completed and cannot be recorded as a completedtransaction in the ATM or on the IB website unless you press the Enter or Confirm or Yesor OK or any other relevant key in the ATM or click Confirm or OK or Submit orContinue or Yes or any other relevant button on the IB website screen. By doing so, youshall be treated as signifying your confirmation of each of the above three statements. Inrespect of statement 1(b) above, such confirmation, shall signify and shall be treated as yourwritten permission, given in accordance with the relevant laws of Singapore includingSection 47(2) of the Banking Act (Chapter 19) of Singapore to the disclosure by the relevantParticipating Bank of the Relevant Particulars to the Relevant Parties.2.

BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT

APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THATANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADEBY YOU AS THE BENEFICIAL OWNER.YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARESAND SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES ORPLACEMENT SHARES, WHETHER AT THE ATMS OR THE IB WEBSITES (IF ANY) OFANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE ANAPPLICATION FOR OFFER SHARES OR PLACEMENT SHARES ON AN APPLICATIONFORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARESAND VICE VERSA.

3.

You must have sufficient funds in your bank account with your Participating Bank at the timeyou make your Electronic Application, failing which your Electronic Application will not becompleted or accepted. Any Electronic Application which does not conform strictly tothe instructions set out in this Offer Document or on the screens of the ATM or the IBwebsite of the relevant Participating Bank